Night of the Shy Revamp
by RavenStarfire
Summary: Just as Twilight learns of a major revelation in her life, Fluttershy is possessed by the evil magic that transformed Princess Luna. Now Twilight must face her new destiny - and the surviving ponies must save their friend...possibly at the ultimate cost.
1. Chap 01: Red Shy in the Morning

**Night of the Shy (Revamp)**

by Raefire

**CHAPTER ONE: RED SHY IN THE MORNING**

The morning dew glistened in the early morning Canterlot sun, a droplet collecting itself out of the sky and falling softly upon a blade of glass.

Where it was promptly obliterated by a ring of explosions.

Charging through the smoke came Twilight Sparkle, her face locked in fury, her path leading to only one target: The Royal Castle itself. The Royal Guards quickly formed ranks as the enraged young unicorn barreled towards them. "Watch out for her teleportation ability!" called General Spur, a chiseled black pegasus stallion of many years old. "There may be magical protections up to prevent such actions, but do not underestimate her!"

But the purple unicorn lowered her head as she closed in on their line, and the same thought clipped through all the Guards' minds. "I don't believe she intends to use it, Sir!"

Spur grinned. "No. No, I believe she doesn't... All the better for us, boys and girls! Unicorns! Give her one last warning volley!" The grey unicorn Guards' horns glowed fiercely, and they each hurled a line of magical energy blasts in rapid-fire succession at the intruder. Twilight had only seconds to react as the blasts screamed in, but she did so expertly – dodging, twirling, weaving, blocking and ducking the barrage – all without breaking her pace or stride.

The General's grin grew wider. "Oh, she's gotten better since her last attack...Pegasi! Attack! All troops, prepare for possible hoof-to-hoof engagement!" The row of pegasi Guards launched themselves into the air, angling themselves for a dive-bomb assault on the young pony.

Twilight grinned herself as the fliers tore down through the clouds at her. At the last possible moment, she leaped into the air, kicking the head of the lead pegasus hard into the dirt while simultaneously using the kick to propel herself higher into the sky. She seemed to hang in the blue indefinitely as she hurled her own barrage of magical blasts upwards, causing most of the diving pegasi to scatter.

Yet one pegasus kept her composure and stayed on course, bursting through the smoke of the barrage and colliding with Twilight in midair. The two combatants locked hooves as they fell, raining vicious blows upon each other before they crashed to the ground, tumbling and rolling. When they came out of the roll, Twilight was on top, hoof raised to strike another blow – before she found a circle of extended wings pointed at her throat. "That's far enough, Miss Sparkle."

Twilight stepped off her opponent, eyes darting around the pegasi surrounding her. She smiled again-

-and was brutally stomped to the ground by General Spur the instant she teleported behind him. The General looked at the unconscious purple unicorn. "Nice try, kid."

* * *

Fluttershy smiled as she skipped out of the door of the Weather Factory in Cloudsdale, the sun warming her face. "Okay, Angel. What part of Cloudsdale do you wanna see next?" She looked down at her faithful rabbit companion, lying in comfort wrapped in her mane. He was a fussy bunny sometimes, but in the end, she cared for him deeply, and she knew he did the same for her. After seemingly not hearing her question, he stirred, looked down and pointed. "Oh. You want to be back on the ground?" Angel nodded. "Okay, here we go. Hang on." She opened her wings and slowly flew back to the field below, savouring the soft breeze that washed over them as they descended. Once on the ground, Angel pointed back towards Ponyville – or more specifically, as she could tell from their years of knowing each other, towards Sugarcube Corner. "Sugarcube Corner it is, then!" she said, starting her walk as Angel smiled.

"Fluttershy, wait!"

The yellow pegasus turned around to see Rainbow Dash landing behind her. "Good morning, Rainbow. How are you doing today?"

"Feelin' pretty good, actually," replied the blue pegasus, stretching herself out. "Just came from visiting my parents. I saw you leavin' the weather factory. Visiting your folks in Cloudsdale, too?"

"No – Although, come to think of it, I probably should...I haven't seen them in ages...But anyways, today's the anniversary of the day I rescued Angel." She nuzzled the rabbit in her mane. "I pester him abut his fussiness a lot, so to make up for it, I've designated this day as his special day, where every year he gets to do mostly everything he wants. A tour of the factory was first on his list today."

"Cool. Where you headed to now?"

"Well, Angel wants to go to Sugarcube Corner now."

"Sweet!" Dash grinned. "Mind if I tag along? I've been flying around all morning, and even I get a bit tired of doing that all day."

"No, not at all!" grinned Fluttershy. "Just as long as this isn't part of a prank you and Angel planned."

"Aw, man!" Rainbow huffed. "And it was a good prank, too..."

"I just know you two too well," smiled the yellow pegasus slyly as the miffed Angel crossed his arms.

* * *

"I gotta tell ya', kid," said General Spur as he and Twilight stopped at the bottom of a staircase, "You enjoyed that. So did I. I haven't seen anypony with your level of skills since the Princesses themselves." He smirked. "Even the Guards are enjoying this training. That pegasus you wailed on earlier? She was smiling through her bruises on her way to the mess hall earlier." He chuckled at Twilight's embarrassed blush. "And that reaction. That's another reason that makes me proud to be teaching you, Miss Sparkle: As much as you were smiling out there today, you still recognize that combat is never truly fun." His eyes dropped, wandering back to memories he didn't feel like sharing. "What you learned in the first years of your lessons are still your most important tools: Peace. Respect. Negotiations. These always come first. The best wars? Are the ones that never happen."

Twilight nodded, rubbing the rather nasty welt on her own face where the General had kicked her out cold earlier. "I understand, General." She sighed, still confused about the whole situation. "Though I really want to know: Why am I being trained for this? I'm just Princess Celestia's student. What do any of these combat lessons have anything to do with my studies on the magic of friendship?"

General Spur's eyes looked behind him, though his body didn't move. "Should I tell her?"

"No. I shall."

The voice made Twilight look up at the regal figure standing at the top of the stairs. "Princess Luna?"

* * *

"I'm telling you, it wasn't that harmful of a prank!" Rainbow protested, despite knowing full well that her friend had already forgiven her – probably before she'd even realized there had been a prank planned. Rainbow sighed, keeping up as they trotted back to Ponyville. She had initially ruled out pranking Fluttershy, but after Angel had gotten away from his caretaker for a while and presented the special opportunity to her, Dash had bought in. Since it had been the rabbit's plan, Rainbow knew that what they had intended to do would have taken into consideration Fluttershy's delicate sensibilities.

"Oh, I have no doubt about that," said Fluttershy with a wink. She looked at her companion animal. "I'm sure whatever Angel was planning couldn't have been too bad. I mean, you just don't do anything to prank somepony who's afraid of their own shadow. You've got to plan it out. Don't you, Angel?"

Rainbow frowned at the yellow mare's mocking tone. "You know, sometimes I can't tell if you really are that scared, or if it's all an act you put on just to make us feel more sympathetic towards you." It was an honest observation. There were so many times where Fluttershy would jump at everything that popped out at her – but on the other hoof, Dash had been a firsthoof witness to the many times where her meek friend had suddenly turned into a pony that nopony else would want to mess with. Staring down and berating a full-grown dragon, standing her ground against a cockatrice – before Fluttershy had done those things, Rainbow had thought that only Twilight or the Princesses had the bravery to pull those actions off without being killed. Even Dash had run from that dragon after enraging it. And Rainbow still didn't want to fathom being on the receiving end of her friend's fabled "The Stare."

Fluttershy was about to respond when they reached Ponyville. The next Summer Sun Celebration was tomorrow, and Celestia had selected the town to host it again, as both a wish to "get it right" after the last time where Nightmare Moon hijacked the celebration, and also as gratitude for the more recent defeat of Discord. Through the bustle of the ponies preparing for the event, a blur of pink came racing towards her, followed by Rarity and Applejack. "Fluttershy! Fluttershy! You've got to help us!" cried Pinkie Pie, falling prone to her friend's hooves with desperate pleading, practically groveling to her.

The shy pegasus thought Pinkie had broken her own code and was trying to pull a prank on her, too – until she noticed something: Pinkie's mane was not its usual curly self. Instead it was straight, draped down flat over her face. Rainbow saw it too, and her face became just as worried as Fluttershy's. The last time Pinkie's hair had been that flat was a time that she would not forget, no matter how much she wanted to. The fact that it was down now was not a good sign. Fluttershy knew instantly her friend wasn't joking around. "Oh my, Pinkie!" she asked with heartfelt concern. "What is it? What's wrong?"

"GUMMI'S MISSING!" shrieked the pink pony, not caring one bit who heard her.

"Huh?" A lump formed in Fluttershy's throat. What Angel was to her, Gummi was to Pinkie. The small toothless alligator didn't really do anything much of the time, but his presence clearly still helped Pinkie handle her emotions. If Gummi was gone, it didn't bode well for Pinkie's everyday demeanor.

"He's gone! I can't find him anywhere in Sugarcube Corner! And he's never left Sugarcube Corner! Well, except for the times I've carried him around town on my back – but never under his own power! I just know he's really excited to see Princess Celestia raise the sun tomorrow! He wouldn't just leave!"

"Calm down, Pinkie," soothed Rainbow, walking over and placing a comforting wing over her, not wanting to see her friend in such a fragile emotional state again. "How long has he been missing?"

"At least two days! I didn't notice anything yesterday or the day before, except that it was really strangely quiet in my room those whole two days. And then I bought a really early birthday present for him last night, came home, went upstairs to go give it to him – and I couldn't find him anywhere!"

"It ain't just her," noted Applejack, she and Rarity finally catching up to their distraught friend. Fluttershy and Dash quickly noticed the two looked quite frazzled themselves. "My sweet Winona's been missin' for 3 days! I thought she was just hidin' in the barn the last few days `cause it's been really warm at night, but me, Mac and Applebloom searched all of Sweet Apple Acres twice – and nuthin'!"

"And it's the same story with my Opalescence!" Rarity wailed in distress. "I'd recently given her a brief makeover with a different coloured bowtie in her hair, and she'd had her normal hissy fit and run off to hide like she usually does. But she hasn't come out at all lately! I figured maybe she'd wandered outside, climbed up that tree right outside the Boutique and gotten stuck again – but no! She's gone!"

"Oh my!" The lump grew in Fluttershy's throat. Three of her friends' pets – missing. That was not good.

Applejack lowered her head accusingly, though it was more for her point than directed at her friends. "I'm buckin' to think this ain't a coincidence. Somepony took `em – but who would want to do that?"

"Normally, we'd go right to Twilight – but she's still training in Canterlot right now – and besides, you're the one who knows animals," concluded Rarity. "If anyone can find them, it would be you!"

"You've got to find them! YOU'VE GOT TO FIND THEM!" Pinkie shrieked again, nearly shattering Fluttershy's eardrums. Her yelling had started to get other ponies of the town milling around the group of friends now, also worried about the lack of joy from the pony who held the Element of Laughter.

Angel looked at his caretaker. Fluttershy knew from the look exactly what he meant. When the other pets needed care their owners could not provide, they came to her. The other pets were his friends, too. "Pinkie, please," she started in, her voice soothing, but also carrying an air of authority that surprised even herself. It seemed that animals – or friends – in distress always seemed to bring out a strength in her she continually forgot she had. "Please, listen to Rainbow. Calm down. It's not healthy for you, and shrieking won't help bring Gummi back. That goes for you two as well," she noted, looking at Rarity and Applejack. They both looked down nervously. "Now," she stood a little straighter, giving herself a more authoritative pose. "I've dealt with missing pets before. Where have you looked for them so far?"

"Practically everywhere around town," said Rarity, looking around at the crowd growing around them, acknowledging her thanks to a few ponies. "I don't think there's a building here we haven't searched."

"All the stores?" asked Fluttershy. She had a growing suspicion of where they might end up searching, but her want to avoid going there made her wish to double-check every option. _Besides_, she thought, _it's what Twilight would do if she were here_. Rarity nodded in answer. "All the houses?" Pinkie nodded. "All the farms?" Applejack nodded. "All the fields? The roads? The trees? The bushes?" she asked, rapidly losing her authoritative air as her friends kept nodding and the fear in her slowly grew. "The-"

"I told you, we dun' searched everywhere, Fluttershy!" cut in Applejack. "That's why we came to you!"

"Okay! Okay..." The timid pegasus calmed herself down, embarrassed at freaking out right after telling her friends to keep their cool. "It's just – That means the only place left to search is..." She squeaked, looking out down the pathway to her house – and to the acres of trees behind it. "The Everfree Forest!"

* * *

"I'm afraid that there is no delicate way to put this, Twilight," said Princess Luna as she and her sister's pupil walked down one of the many long hallways in the Royal Castle. General Spur had excused himself to the mess hall, leaving the young unicorn and the Royal alicorn to speak to each other alone. "Your learning of the power of friendship is but one small part of my sister's overall plan for you."

"Overall plan?" Twilight was still confused. "And why isn't Princess Celestia telling me this herself?"

"She asked me to take her place regarding this matter. She is saving her strength. Remember that while she may raise the sun every day, she puts extra care into the raising for the Summer Sun Celebration."

"What?" protested Twilight. "She usually only rests the day of the Celebration – not the day before it."

"She wishes to make the raising for tomorrow's Celebration her best effort yet. This is out of a deep gratitude to you and your friends for once again wielding the Elements of Harmony and defeating Discord. You have no idea how grateful she truly is for that. You have no idea how grateful I am."

Twilight sensed something in Luna's tone. It was certainly not joy. "What – What exactly did Discord do in the past, Princess Luna?" she asked, her voice soft and concerned instead of harsh and protesting.

Luna lowered her head, her eyes misting up. "The Discord you and your friends faced was a joke of his former self. He must have thought the six of you were an absolute joke, too – or he would've been the much more ruthless ruler who seized his power by viciously murdering our parents those ages ago."

"M – Murdered?" gasped Twilight. Discord had threatened Rainbow Dash with the destruction of Cloudsdale, yet that was the darkest he had taken his brief second reign of chaos. But - murder...

"Yes. Murdered." Luna fought back the tears of the horrible memories and raised her head back up, regaining her regal stature. "Which is where our conversation comes back around to its original topic. Quite simply, Twilight Sparkle: You will become Princess if something happens to the both of us."

* * *

A unicorn stallion in the crowd approached Fluttershy and her friends. "Are you absolutely sure that the Everfree Forest is where your missing animals went? They could have just run to Trottingham."

"Why, of course!" Rarity smacked her head. "The road to the north leads to Trottingham!"

"But we searched that road, Rarity!" reminded Applejack. "Didn't find a chippin' thing, remember?"

The fashion unicorn scowled. "But we didn't go all the way to Trottingham, though. Oh, thank you for the suggestion, kind sir – PRINCE BLUEBLOOD?" She recoiled upon seeing the stallion she had tried to woo at the last Grand Galloping Gala, only to discover he was a pompous, stuck-up royal jerk. Even more surprising to her was the fact that he was standing in front of her caked in...berry juice and flour?

"Forgive me, milady," the Prince bowed to the slack-jawed pony. "Fair Applejack and I had rather hoped to surprise you at the Summer Sun Celebration – where I would be a bit more...cleaned up." His horn glowed – and all the stains on his hide were magically wiped away, leaving him clean as a whistle.

Applejack giggled at Rarity's glare. "You didn't hear, Rare? You embarrassed the jerk right out of him when ya' told him off at the Gala. Exiled himself to Hoofington, came to love farmin' – and now runs-"

"Blueblood's Bakeries – the finest blue berry confections in all Equestria!" Blueblood finished proudly. "But none of that is important right now. What matters is finding your beloved cat Opalescence." He bowed to her again. "Please allow me to make up for my horrible behaviour at the Gala by helping you search the road to Trottingham, Lady Rarity. Anything for one of the ponies who defeated Discord."

Rarity was still a bit slack-jawed. "I – I...I accept your offer of help, kind Prince," she smiled – much to the Prince's clear happiness. "BUT– " her tone changed, "I WILL be watching. Don't. Pull. Anything."

"Can somepony tell me who this guy is – and why he's wasting the time we need to go find Gummi?" growled Pinkie, crossing her hooves.

Blueblood ignored the insult. "I give you my word, milady. I wish to prove to you that I have changed."

"I believe you for now," huffed Rarity, turning to the northern road. "Let us not waste more time. Opal must be scared sick, being away from me for so long." She set off down the path, the Prince behind her.

"Gummi would never go NEAR the Everfree Forest! I'm going with them!" Pinkie huffed, crossing her hooves briefly before following Rarity and Blueblood. "Rarity! Wait up! I'm coming with you!"

Applejack watched Pinkie catch up, then disappear with the two down the northern road. She clapped her front hooves together. "Welp, I guess that's that!" she said, grabbing Fluttershy and looking at Rainbow Dash. "C'mon, girls! Looks like we're the ones who get to go search the Everfree Forest!"

"Fine with me!" Dash replied, spreading her wings and flying ahead towards the Forest.

"Wait!" protested Fluttershy as she was suddenly dragged against her will. "I didn't say I – EEP!" she squealed as Angel started pushing her in the direction Applejack was already pulling her. "Angel!"

"Hey, remember, Fluttershy – it's his special day, right?" winked Dash. "He wants to go find them."

Fluttershy sighed, considering her companion's feelings. "Oh..." She gingerly started walking towards the Forest under her own power. "Why do I have the feeling I'm going to regret this later?"

* * *

"HUH?" Twilight stumbled backwards several steps, even though nothing had shoved her at all.

Princess Luna kept her head held high. "You heard me. Since neither of us have children, and since Prince Blueblood seems more content to live his life as a baker in Hoofington after exiling himself, there are no blood heirs left. Therefore, as Celestia's protégée, she has deemed you third in line for the throne. As I stated before, your studies of friendship are for a purpose: To ensure a connection to those you may someday rule – so that you never forget to consider your subjects' opinions before making a decision. Celestia has put greater emphasis on this aspect of your training because it is the most crucial. We would never have defeated Discord the first time had we not made friends when we were fillies."

"I – I –" Twilight stuttered, still so stunned she couldn't speak. Finally, a word popped out. "Princess?"

"Pardon us for waiting so long to tell you, Twilight. But normally such raw magical skill like yours are not so developed so early in a pony's life. Celestia felt it was better for you to enjoy your foalhood."

"I – I understand that much. And I am honoured to be thought up to the task. It's just all – a bit –"

"Overwhelming?"

Twilight snorted. "Overwhelming is an understatement." A sudden, terrible thought crossed her mind. "Waitaminute... If I'm being told about this now, does that mean – Are you and Celestia about to – d–"

"No."

The young unicorn breathed a deep sigh of relief. "Oh, thank heavens! For a moment there, I thought..." She bowed her head, embarrassed. "Forgive me for asking such a stupid question."

"What is there to forgive?" smiled Luna. "I would ask the same question, were I in your hooves. Do not be ashamed of your inquisitory nature. It serves one well on the throne, so long as they do not inflame it with paranoia over the power they hold." The Princess of the Night gazed up at the afternoon scenery. "But you are still not quite ready. There is much you have learned. Yet so much you still need to learn."

"Like combat?"

Princess Luna sighed. Her head drooped as memories again flooded back – but this time she allowed it. Twilight had to understand. "Trust me, Twilight. Were it not necessary, we would not be training you in it. Unfortunately, war is a tool all Princesses must keep in the back of their minds, and be willing to risk if there are absolutely no other options left to defend their lands. No Princess of Equestria – except a horribly corrupted one – would declare war simply for bloodthirsty gain or a land grab. Such an act means sending friends towards possible death. You have never experienced death, have you, Twilight?" The unicorn's uncomfortable glance away from her told all. "No. You have faced the spectre of death in some of your, er – adventures... But never have you actually witnessed anything die with your own eyes. Celestia and I have seen almost all the methods of death firsthoof. Discord killed our parents not by brutal slaughter, but by torturing their minds until they gave up. We watched them turn grey. It was heartbreaking, seeing them refuse to eat or drink, then attempt to bark us away from trying to feed them – only for those barks to come out as ragged, wrenching gasps from throats drier than sand..."

Twilight reached out in comfort as the Princess broke for a second, tears splashing her mane. "Luna..."

Luna shooed the prodigy's gesture away, though she deeply appreciated it. After wiping the tears off, she collected herself with a deep inhale and continued as if nothing had happened. "And know that the tale of me becoming jealous and turning into Nightmare Moon is not the truth. It is the only lie Celestia has ever told. I could never be jealous of our subjects naturally needing to sleep through my nights. It is why I always try to make them as peaceful and quiet as possible. No, I was taken over. Completely. An evil magic, older than Discord, older than my sister and I combined – it forcibly possessed my body. I had no control over my actions. I watched helplessly inside myself as it transformed my body into that of Nightmare Moon and made me terrorize Equestria, killing and devouring ponies who were alone at night. Yes, Nightmare Night is not as far from the truth as you think," said Luna, noticing Twilight's horrified face. "Though instead of candy to appease the entity controlling me, it was a blood sacrifice."

Twilight slumped onto her haunches. "My stars..."

"Celestia did everything to save me. She fought 'me' hundreds of times. You should have seen us, lighting up the skies every night with our sorties... She tried the Elements of Harmony – they didn't work. Hard to believe, but she was ready to surrender her own body to the entity's control, if it meant I would be freed. But the remaining citizens and creatures of Equestria rallied to her aid – and much like with the original creation of the Elements, willingly sacrificed themselves in a huge battle against my possessor. They not only wore down the entity enough for Celestia to strike, but the love with which they carried out their actions made the Elements stronger – so when Celestia tried them again, they were powerful enough to allow her to exile me. And then you and your friends came along, made them even more powerful, and were able to finally wrench the demon's claws off my body and restore me."

"...but the entity got away," mustered Twilight, forcing herself out of the shock over the tale she just heard. "It's still out there, and Celestia wants me to be fully prepared in case it comes back again."

Luna smiled some, rather surprised at how much better she felt having gotten everything out into the open. She, too, had wondered why Celestia had asked her to tell Twilight all this – but after spilling her guts, she knew exactly why. And she loved her sister even more. "Yes. That would be the gist of it."

* * *

"Okay, girls, I think I've gone far enough – See you!" Fluttershy dashed for the door of her cottage – only to be tripped by Angel seconds before reaching it. Before she could recover and enter the house, her tail was lassoed. "No! Applejack!" she cried as the orange pony dragged her back to the group.

"No ifs, ands or buts, young lady!" Applejack scolded. "You're comin' to the Everfree Forest with us!"

Fluttershy cowered, staring at the imposing forest ahead of them. "B-b-b-but!" she protested, shivering.

"Aw, c'mon!" Rainbow Dash groaned, exasperated. "How can you still be so scared of Everfree? You live right next to it! You've gone in there already a dozen times! One of our best friends lives in there! Get over it already! We've beaten Discord and Nightmare Moon! We shouldn't be totally afraid of it!"

"She's right, Fluttershy!" huffed Applejack. "I may be plum terrified of this place, but that's no excuse for givin' up on searching it for my Winona! She'd run headlong in here, without a lick of bein' scared!"

Fluttershy had to admit, they had a point. Yet one thing still bothered her. "B-b-b-but it's so unnatural!"

"Unnatural to you!" said Zecora, the zebra's sudden appearance sending the yellow pegasus yipping to hide behind Rainbow Dash. "Remember – to the animals in there, it is as normal as the sky is blue!"

"Hey there, Zecora," smiled the farm pony. "Fancy you showin' up here all of a sudden like that."

"Ah, Applejack of orange, and Rainbow Dash of blue." Scared as they may have been of her in the past, all the ponies now quite enjoyed seeing Zecora. Her friendly smile was always uplifting to come across. "Have you come to the Forest to forage – or is there something with which I can help you two?"

"Three, actually," deadpanned Dash, shoving Fluttershy out from behind her. "And yeah – have you seen a toothless alligator, a white cat, and a dog running around in there anywhere? Pinkie, Rarity and Applejack's pets have been missing for a few days, and we think they may have run into Everfree."

Zecora shook her head. "No. No, I have not. But I shall keep my eye out, in case they cross my lot."

"Thank you, Zecora," Applejack said, spontaneously hugging her as the worry for Winona resurfaced.

Zecora belatedly returned the hug. "Not a problem, my friend. I'm sure you will find them in the end."

The three ponies watched as the zebra promptly went on her way. "See, Fluttershy?" smiled Dash as they watched Zecora fall completely out of their sight. "If we're together, what's there to be afraid of?"

The instant she finished her sentence, a large roaring blur exploded out of the trees and slammed into the pegasus, sending her hurtling backwards and crashing into the birdhouses by Fluttershy's house. "RAINBOW!" screamed Applejack as the terrified birds scattered in the wake of her now-unmoving friend's impact on their homes. She looked back at the creature that had emerged – and felt fear boil in her veins as she stared at the back of a grey bear-sized creature with two long, floppy ears. But she'd been in this situation before. She forced the fear back, letting her fight side take over. "HEY! YOU!" The creature, advancing towards the unconscious Dash, seemed to understand, and turned to face her – letting Applejack see its glowing red eyes and sharp, buck-toothed fangs. She gulped. "Oh, lordy..."

The creature roared at Applejack and charged – quite quickly. Mid-stride, it unleashed razor-sharp claws previously retracted in its massive paws. Not expecting its speed, the orange pony was barely able to roll out the way as it slashed at her, the claws throwing up a cloud of dirt as they missed their target and sliced rather deep cuts into the soil. "Some kinda' help would be right appreciated here!" She dodged another angry swipe of the creature's paw and shot a furious look at Fluttershy – who was trying to get Rainbow Dash to wake up. "C'mon, Fluttershy! Get over her and tame this thing already, will ya'?" But Fluttershy shook her head, terrified – and suddenly launched herself into the air, flying high and away from everything. "FLUTTERSHY! WHERE ARE YOU GOIN'?" Just then, the creature connected. "AUGH!" Applejack screamed at the pain of the claws digging into her hide and propelling her backwards even farther. And then she hit the very hard rock – and everything went completely dark.

Fluttershy was whimpering like crazy by the time she had flown to a height above even Cloudsdale. "Ishouldn'thavedonethat, I shouldn'thavedonethat!" she squealed to herself, crying. She knew she had to go back. But the creature! It was so different from any she'd encountered. It frightened her so much...

She somehow forced herself to stop ascending, turned around, looked back down – and gasped in horror upon seeing Applejack motionless, with three deep, nasty claw gashes on her stomach. The creature was hungrily advancing on her friend. She could practically see its jaws, dripping with saliva. But something stopped its advance. It recoiled and swatted at something below it. The shivering yellow pegasus watched a tiny white speck leap up onto the creature's head and yank its ears back – quite hard. Furious, the beast grabbed the speck with one paw and tossed it to the ground, snorting in annoyance. Fluttershy's heart nearly stopped when she realized just who the little speck was. "Oh no – ANGEL!"

And then it happened. _**"HEY!"**_

The roar woke Applejack up. She could hear something falling from the sky, and fast. She looked up – just in time to cover her ears as the dive-bombing Fluttershy shattered the sound barrier, the deafening _**CRACK**_ accompanied by a brilliant yellow-pink shockwave that bent more than a few trees backwards. Hearing the boom, the creature snarling over her turned to look – as Fluttershy slammed down onto it, her speed drilling it down a few metres into the ground. When the dust cleared out of the crater created, Applejack could see Fluttershy had the creature pinned, her hooves stomped on its throat with so much pressure that it was choking a bit. The yellow pony's wings were locked forward like blades, pointed right at the beast's eyes. And Fluttershy's eyes were also locked onto the creature's, boiling with rage, fixed in – The Stare. Applejack had never actually seen The Stare herself, despite knowing Fluttershy for a very long time – but even without being its target, she had to look away from the intensity of it.

**"NOW LISTEN HERE!"** Fluttershy growled, her normally meek personality buried in unbridled fury. "We weren't attacking you, were we?" The creature completely wilted, shaking its head, tears starting to run down its cheeks. "No. Yet you attacked my friends – unprovoked!" The Stare grew fiercer. "My friends – and **ESPECIALLY** Angel... **They. Are Not. For Eating.** You got that?" With a soft choke, the creature nodded, absolutely terrified. "Good." Fluttershy stepped off its throat, a smile of triumph breaking on her face – before it turned into a glare again. "Now go back to the forest and let us be!"

The monster animal whimpered, obeying the demand promptly, rapidly running back into Everfree. Eventually, it came to where no creature was watching it. Its lips curled into a grin – before it turned into what could only be described as a shadow – a shadow that drifted away...against the wind's blow.

Back at the forest's edge, Fluttershy shook her head, coming out of a daze. She looked behind her – Rainbow Dash was still knocked out. She turned to look at Applejack – and a chill ran through her. "Oh dear! Applejack!" she cried, running over to her wounded friend. "Don't you move! Stay right there!"

Applejack winced. "Ngh...I'm fine. At least in the sense that none of my organs are fallin' out." The freckled pony managed one chuckle before doubling over, grimacing at the severe pain of her injury.

"But you're bleeding profusely!"

The farm pony took a gander at the deep wounds on her chest. "Well, hey, look at that..." She swooned suddenly, feeling very lightheaded. "If you don't mind, I'm gonna...pass out again." Her eyes closed.

Fluttershy felt a tug on her tail. She turned - and squealed in relieved happiness, hugging an annoyed bunny. "Angel! You're okay! Huh?" Angel was pointing furiously at her cottage. "Oh, right! Right!" She had no time to celebrate. She quickly dashed into her house, racing to collect all of the medical supplies she was going to need in order to save her friends. "Oh! Hang on, Applejack! Hang on, Rainbow!"

* * *

The _**CRACK**_ made Princess Luna and Twilight's heads snap to attention. "What on Equestria was that?" asked Luna. Moments later, dissipating bands of brilliant yellow and pink coursed low across the sky.

"Oh..." Twilight snickered. "Looks like Rainbow Dash was showing off her sonic rainboom again."

"Hmm? Ah, your boastful but loyal friend. I see." Luna relaxed back from her heightened alertness, following Twilight as they trotted up some stairs and into the stunningly cavernous Royal Library.

"Princess Luna...?" Twilight shook her head, a thought bothering her. "I'm confused. You mentioned that the dark magic made you do all these horrible things, and put up a rather extraordinary fight, until – um, 'you' were put in the moon. Did my friends and I really make the Elements of Harmony stronger, or did it willingly stop possessing you? I just can't help but think that the latter is the case, given the relatively simple obstacles it placed in our way compared to the fight it put up a thousand years ago-"

"-and the fact that the entity wasn't caught." Luna raised her head again, sighing. "Yes, the thought has crossed both I and my sister's minds." She turned around and faced the purple pony. "It is one of the reasons Celestia felt it time to explain your...situation - and start training you in the art of combat."

"And you also mentioned that the trials Discord put us through were nothing compared to what he did when he first appeared to wreak havoc." Theories were now racing through Twilight's head, almost faster than she could cohesively express them. "Is it possible that with every use, the Elements drain some of the powers of those they are used on, and that contributes to their increased power later on?"

Luna chuckled. "It would seem once your mind starts, it does not stop until you get all the answers, child... I am not sure about that theory – it is entirely possible, however, and would explain much."

"And – you briefly mentioned the time of the Elements' creation. You have knowledge of that? That's the one giant empty space of history I haven't been able to find, no matter how many historical archives I've read! Can you tell me anything more about that? It is something I would greatly like to know!"

"The student in you has truly emerged now." Luna's comment made Twilight blush in embarrassment. "Oh, don't you blush now. Frankly, it's a breath of fresh air to know that somepony in this day and age actually cares about the history of Equestria." Her face quickly fell, though. "Sadly, dear Twilight, what precious documents of Equestria's beginnings that we had were lost to Discord's hand during his rule. It is rather quite a miracle that he only destroyed what he did. I'm sorry. I can only tell you one thing."

Twilight watched Princess Luna's horn glow. After a few minutes of it traveling through the vast expanse of the Library, a small book comprised of barely any pages floated down into view. Twilight picked the book from Luna's magical grip and took a look at its cover. _"The Flame of Limbo?"_

"Yes," nodded Luna.

"But that's just-"

"-an old mare's tale?" Luna shifted haughtily. "I believe that's what your friends said about 'my' return."

Twilight shook her head in astonishment. She couldn't believe it. The Flame of Limbo...It existed?

* * *

"Argh...Anyone get the name of that troll that hit me?" Applejack opened her eyes to see the tear-stained faces of Rainbow Dash and Fluttershy peering down at her. "What are y'all lookin' at?"

"Oh, Celestia, you're okay!" cried Rainbow, gently nuzzling her friend's neck. "It was taking so long for you to wake up, we thought you'd lost too much blood!"

"Huh?" the farm pony raised a hoof – and instantly cringed in pain. She looked back to see her chest wrapped almost completely in bandages. "Oh yeah. That bearbunny – werebunny? – tried to turn me into three giant strips of horse steak. I remember now. Thanks for comin' back to save us, Fluttershy."

"I bound your wound and stopped your bleeding, but you must still rest, Applejack." Fluttershy nuzzled her friend happily. "However, it is good to know you're alive." She glanced back at Rainbow. "Dash..."

"Aw man, seriously?" Rainbow whined, turning around and walking back to the living room, having been moments from leaving the small cottage. "Applejack's okay! I can go search now! I feel fine!"

Fluttershy scowled. "You were unconscious for a very long time, Rainbow! You've suffered a serious head injury!" scolded the caretaker pony. "You need to go lie down and get some rest of your own!"

"I swear!" came the weather pegasus' further protestation. "I swear on Celestia's mane, I feel fine!"

"Ain't that what Snowfire said?" inquired Applejack, bringing up a particularly horrible moment in the history of the Wonderbolts – the aerial flying team that her friend so idolized. A new, very young member named Snowfire had smacked her head hard against a tree in a practice session, and insisted she was fine for a rather dangerous manoeuver in their show. The next day, during the show, a blood vessel ruptured in her head, and she fell into the audience, dead. The comment brought an instant reaction from Dash – and the way her friend froze in mid-thought told Applejack perhaps she'd gone too far. She looked down in embarrassment. "I – I'm sorry, Dash...I only brought it up to get you to see what Fluttershy is all concerned about – Wait..." She slowly, horrifyingly realized. "Were you there?"

Dash glanced away, anxiously pawing at the floor to avoid crying. The action didn't help one single bit. "She landed right at my hooves. Looked straight into my eyes – and died. I couldn't have been more than 2 years old. My first Wonderbolts show – and I watched my idol die. Thanks for bringing that up."

"Sugarcube...I – I didn't mean – Honestly, if I could get up right now, I'd hug you in my sorry, darlin'."

"I'll do that for you." Fluttershy walked up to her friend and laid a comforting wing on her. "Please don't cry anymore, Rainbow. You know Applejack didn't mean that to be mean-spirited in any way."

"I know what she meant." Dash sniffed more tears away, collecting herself. "And I don't blame her." A small smile crossed her lips. "Sometimes it takes something like that to make me realize how stupid I'm being. If you think I need to rest, I will. I guess Winona and the other pets can wait one more night."

Applejack smiled. "Now that's more like it."

"Hey, where'd Fluttershy go?" asked Dash, suddenly noticing the lack of that comforting wing.

Applejack sat straight up in a bit of a panic, surprised. "Fluttersh – ohhh, that wasn't a very good idea to move like that..." she cringed, lying back down to ease the searing pain coursing through her nerves.

"I'm here, you two," called Fluttershy. Moments later, she trotted back into the living room, two small jars in her mouth. She nodded at the jar on her left. "This is a special healing potion Zecora gave me a while back. I have a very limited supply, because apparently it takes a plant that only grows once every 20 years in a specific location – but it does wonders for healing all kinds of wounds. Especially big, nasty ones like yours, Applejack. Though I don't know how effective it'll be on possible concussions like your case, Rainbow – but I'm willing to see if it helps. Unfortunately, it only works while patients are asleep – and it causes incredible pain." She suppressed a laugh, remembering how Angel wasn't happy with her for weeks after she'd given him a drop of the stuff when he'd splintered his foot a few months ago. Refocusing, she nodded at the jar on her right. "So before I give you that, you've got to take this. It will knock you out cold for a good 12 hours. Trust me, you'll sleep through anything."

"So we'll conk out now – but be right as rain to go look for my darlin' Winona in the mornin'?"

"You'll still need to drink a lot of water to regain the blood you've lost, Applejack – but yes."

"Alrighty then," sighed Rainbow, plopping herself down on the couch next to Applejack, yawning big. "The sun's startin' to go down, I don't wanna miss the Celebration tomorrow night – I feel like getting a good night's sleep tonight. Nothin' Zecora's made has killed us yet... I'm all ready for that medicine."

"Same here," smiled Applejack. "We'll all go search for Winona and the other pets in the shiny day."

Fluttershy smiled back. "Aright."

Moments later, after the medicine and the sedative were given to them, her friends were both so deep asleep, they could've been hibernating. Fluttershy carefully pulled a blanket over them. "Sleep tight." She turned around and looked at Angel – who had already run and gotten himself snuggled in his little basket bed. "Oh no you don't, Angel. The sun is nowhere near the horizon at all yet. We have a few birdhouses to fix before we can go to sleep." She picked the whole basket up. "C'mon, grumbly."

* * *

"GUMMI! WHERE ARE YOU?" screeched Pinkie Pie frantically, before breaking down sobbing. "I KNOW YOU'RE OUT HERE! PLEASE COME OUT! PLEASE DON'T LEAVE ME – alone..."

Rarity immediately embraced her forlorn friend. "Pinkie, what ever do you mean, 'alone'? You know you're never alone. You've got all of us, Mr. and Mrs. Cake, and everypony else in Ponyville."

Pinkie sniffed back a few tears. "I know, Rarity. It's just – well, there's some things I just don't like to talk about with you girls. I tell all those things to Gummi – and now I can't!" she wailed.

"Shhh..." cooed the fashion pony. "Keep it together, sweetie." The white unicorn's tone was soft and gentle – but inside, Rarity was scowling at herself. She, Pinkie and Prince Blueblood – whom she had to admit had indeed changed for the better – had searched every inch of the road to Trottingham, and every inch of Trottingham itself. Yet there was no sign of Gummi, her Opal, or Applejack's Winona.

"It seems we're losing light, milady," noted Blueblood, gazing at the sky. "We should head back to Ponyville before it gets dark. Let us regroup and search the road towards Hoofington tomorrow."

"NO! NO!" protested the upset pink pony. "Make some light with your horns! We can start searching the road to Hoofington tonight! Please, please, PLEASE! We can't give up tonight! We just can't!"

"Pinkie, please!" Rarity delicately removed her friend's grip on her mane. "Even if either of us did illuminate the road with our magic, there's no way we could hold the spell long enough to do any kind of truly thorough search! And honestly, with your state of mind right now–" The holder of the Element of Generosity smiled, toning her voice back down to caring. "It's better that you get some rest, dear."

"But – But – Oh...I guess you're right," Pinkie sighed. And deep in her heart, she knew they were right. Gummi could wait another day. But unlike Opalescence the cat or Winona the dog, the little toothless alligator really had no means of self-defence aside from tiny claws – and that worried her the most.

"I promise you, Lady Pie – We will find him," consoled Prince Blueblood, bowing his head in respect. "But now is not the time to waste our energy and endanger our health by pushing beyond our limits."

"Come now, Pinkie." Rarity smiled her softest smile. "Let's go home, shall we? You never know – Maybe Gummi will be just sitting there waiting for you at Sugarcube Corner when we get back."

"Yeah...Okay," sniffled Pinkie, begrudgingly following the two unicorns back down the Ponyville road.

* * *

"The Flame of Limbo... The waypoint of the Royal memories...The safehouse of the Royal souls..." Twilight slumped onto her haunches, still caught up in disbelief. With the existence of the Elements of Harmony proven, all the best scholars in Equestria were just beginning to believe the story of their origin – that in a time of great desperation and darkness, the first Guardians poured the essence of their souls into the formation of the Elements, sacrificing their lives to create the weapon their children – the First Royals – used to save the lands they loved. But none of the scholars believed The Flame of Limbo existed. An everlasting magical flame, locked in a giant diamond, buried somewhere deep in the bowels of Equestria? Even Star Swirl the Bearded had come to believe that The Flame of Limbo was a myth.

"It exists, Twilight," nodded Princess Luna. "It is the reason Celestia remains alive today. The demon magic haunting my body still had control of my powers during the lunar imprisonment. It slowly began to corrupt all the stars – until 1,000 years later, it had turned enough of them that they were powerful enough to try and pull her into the heavens. But when they absorbed her physical body, her soul was immediately ferried to the Flame, where they could not reach. When the Elements moved on to you and your friends, the corruption was broken, her body was pulled back from the skies – and her soul was restored to it, moments before she appeared to you all that night. It is yet another reason she wishes to provide the best raising of the sun anypony has ever seen at the Summer Sun Celebration tomorrow."

"Wait, what?" asked Twilight, stunned. "You mean when the Mayor said Princess Celestia was gone, she was really d – dead?" She shook her head in more disbelief. "I thought Royals were immortal!"

"Nopony is immortal. We Royals are simply blessed with long lives, so long as the Flame burns. Though, honestly, anypony can live beyond 1,000 years old. Take General Spur, for example."

That raised Twilight's eyebrows. "General Spur is over a thousand years old?"

Luna nodded. "He was our father's most trusted advisor, and the first of the friends we made on our way to defeating Discord and avenging our parents' deaths. He has fought many battles alongside us."

"Hold on – Granny Smith, then – She's not a thousand y...Is she?"

"Enough, Twilight," chuckled Luna. "Don't let your curiosity overwhelm you. I'm sure I don't have to remind you of the last time your imagination got the better of you. 'Magic Kindergarten'? Really?"

Twilight blushed again. She was never going to live that episode of her life down. Even if she became Princess, everypony would probably still whisper about it: _"Remember that one day the Princess went crazy over a silly missed deadline?" "Watch out! She'll send you to Magic Kindergarten if you make her angry!"_ She still couldn't find her Mr. Smartypants doll. That was probably for the better, though.

"It is almost time for me to raise the moon and the stars." The Princess of the Night smiled warmly. "Let us retire. We shall talk more of the past tomorrow, before you return to your duties in Ponyville."

"With all due respect, Princess Luna..." Twilight spoke with a sudden bit of forcefulness. She'd noticed a shift in the elder alicorn's body language and eye contact with her earlier, but only now had it struck her why. She lowered her head assertively. "You're hiding something. I can see it in your eyes. You know more than simply the fact that The Flame of Limbo exists. If it does, then you have all the memories of Royals past. You _know_ what happened back then. You know exactly how Equestria was created. If I am to be fully and properly prepared for ruling Equestria – should I not know everything _about_ Equestria?"

Luna stopped under one of the giant arching windows of the hallway leading out of the Royal Library. "No. No, you should not," she responded – making Twilight cringe at her choice of wording. "Not yet."

"But–"

Luna threw up her hoof, her voice sharp, stern and commanding. "This is not up for discussion, young Sparkle. Do you understand me?"

Fighting the urge to press the matter, the purple unicorn simply bowed her head. "Yes, your highness."

"Good. Trust me on this one. The horrors of Discord's reign? The horrors of Nightmare Moon? They all pale under the shadow of horrors past. Nopony is truly ready to experience those awful memories." Luna returned to her normal warmth. "Though, it is comforting to know you have such perception."

Twilight's brain was halted in mid-thought. "Wait...Was that a test?"

The alicorn mare smiled, nodding slowly. "And you passed."

"So will you tell me what happened in the past now?" asked Twilight, growing excited.

"Shrewd," Luna chuckled. "But no. On that I was serious. We must be vigilant, my little pony. The forces aligned against friendship and harmony have never ceased trying to usurp us. Discord broke through once, yes – but in the cup of Equestria's history, his reign was but a drop in an ocean of years."

Twilight groaned in exasperation, but she didn't argue back. It had been worth a shot. She had pushed as far as she could today. She looked out of the gargantuan window as the sun began to set on the horizon. "Well," she sighed, "if I am to be Princess one day – I shall have to take up a different name."

Princess Luna tilted her head at her sister's young charge quizzically.

Twilight looked at her. "'Princess Twilight Sparkle' doesn't exactly roll off the tongue now, does it?"

Luna snorted, smirking in amusement as she looked off at the always beautiful colours that swirled around the clouds as her sister carefully took the sun out of the sky. "No. No, I suppose it does not."

* * *

Statues dotted the gardens surrounding the Royal Labyrinth. Some were very old, with cracks running all over their weathered stone, while the newer ones still defied the winds that whipped over them. Some were simply works commissioned by the Royals, symbolizing the virtues that kept Equestria strong. Others were memorials to heroes of days past - such as the one celebrating The Saving of the Dragons, Dame Lickety-Split I's expulsion of the evil force that had corrupted the beasts of the Everfree Forest, an action that had led to as much peace between the two species as there could possibly be.

But there was one brand new statue that did not match any of the others. Thanks to recent events, everypony who visited the Gardens avoided it like the plague. Yet as Princess Luna's horn glowed in the high window of the tower overlooking the greens and she raised the moon and the stars to bring on another beautiful night, a wispy shadow found its way in, giving the statue its first ever visitor.

The shadow encircled the statue, studying it. "So they defeated you again, did they, my child? Disappointing, but not unexpected. Take heed in knowing your actions were not completely in vain. You have given me all the information I need, and I shall make my move soon. I know you think I won't succeed with my powers do depleted – but just remember: All your powers came from me. I can take them all back if I have to. But I would much rather not have to – what good is creating a new legacy if I won't have an heir to share it with? And the shy one – you never let her reveal that she had _those_ powers...Enhanced with the right magic, her abilities may just be enough to make up the difference. Trust me, my child: The day will soon come when "Equestria" is but a word of myth."

The statue of the draconequus just stared back, its eyes frozen in fear at a sight that had long past.

**END CHAPTER ONE**


	2. Chap 02: Inimical Seizure

**Night of the Shy (Revamp)**

by Raefire

**CHAPTER TWO: INIMICAL SEIZURE**

Twilight waited until Luna had finished raising the moon and the stars. When she was done, the Princess' mane seemed to glow just slightly brighter. "Princess Luna? One more question."

"Hrm?"

"Can I...Can I tell my friends? I mean – Well... I can understand if I can't, but it's just...Well, I know they'd find out sooner or later. And honestly? I'm not that good at keeping secrets. Just ask Spike."

"What about me?"

Twilight whirled around to see her baby dragon assistant – looking very, very tired – walking towards them. "There you are, Spike!" She nudged her young friend kindly in greeting, "Sorry – I didn't know that they wouldn't let you near me during this training, or I would've let you stay back in Ponyville."

"Aw, it's okay." Spike passed off the apology with wave of his claw. "Besides, it's always good to come back to Canterlot. Caught up with a lot of old friends – and even found two really good friends who'd like to come back to Ponyville with us." He waved back to the stone column behind him. From around the corner stepped a white unicorn mare with a purple and white-striped mane and a cutie mark of three purple stars – and a sky blue unicorn stallion with a blue mane and a cutie mark of a small crescent moon inside a larger crescent moon. Both of the unicorns were smiling very proudly from ear-to-ear.

"Mom! Dad!" Twilight ran to her parents, smiling back and immediately nuzzling her mother's neck. "Oh, it's so good to see you! I was beginning to think I wouldn't be getting a chance to visit you!"

She was greeted with the warmest of loving nuzzles from both her parents. "It is good to see you too, my little angel!" sighed her mother – who then noticed something rather peculiar. "Oh, dear! That's quite the shiner you've got there! I hope those Royal Guards aren't roughing you up too much!"

"Huh?" The younger unicorn touched her face – and it was only then that she realized she had quite a black eye from her scuffle with the Pegasus Guard earlier. "Oh, heh heh...You should see the Guard."

The remark drew a bit of a frown from her mother – but her father quickly stepped in. "Well, you always did have quite a kick..." he chuckled. "Trust me. I think some of the bruises just started to fade."

"So I take it you two know?" asked Twilight, going off her mother's remark about the Guards.

Her father's smile couldn't have beamed more warmth into the room without frying them. "Yes, we do." He nuzzled his daughter lovingly once again. "And we couldn't be more proud of you, sweetheart."

"You always were our little Princess, anyways."

"Mom, please..." Twilight blushed as Spike giggled.

"If I may, Twilight..." interjected Princess Luna. "I believe you had a question you wished answered."

"Oh!" jumped Twilight, suddenly remembering that Luna was in the hallway. "Right, right, right, my question... Yes, your highness. I did have a question for you. Do you wish for me to state it again?"

"No. But if I may interrupt your small family reunion to answer it – Yes. You may tell your friends. But ONLY your friends. The wielders of the Elements of Harmony have the right to know of the destiny of their leader. But let them know – if they break secrecy and tell anypony else, the punishment will be extremely severe. Royal Law is so absolute on this matter, Princess Celestia cannot defy its sentence."

Twilight gulped. A law so concrete that even the supreme ruler of Equestria couldn't bend or reduce the severity of the punishment out of leniency for the guilty? She knew being in line to become Princess was a serious matter, but that simply cemented just how serious it was. "I – I understand, your Highness."

"Good." Luna turned towards her bedroom. "Then let us all retire for the night. This is the first time in a long time that I am tired enough to sleep through one of my own nights." She yawned rather deeply. "In fact, I feel so tired that I believe I will have General Spur shall see you off in the morning, Twilight. Celestia shall contact you after the Summer Sun Celebration to arrange your next round of training."

Spike, having climbed on Twilight's back out of habit, yawned, throwing up his arms. "Welp, that sounds like a great idea!" he declared – before curling up and immediately falling into a deep sleep.

Twilight giggled in amusement at her snoring assistant. "Oh, Spike...Is there nowhere you can't sleep?"

* * *

Fluttershy hummed along under the light provided by the friendly lightning bugs around her. The sun had just set, so she was grateful for their help as she nailed the last fixed birdhouse back into place. "Phew!" She wiped the sweat off her brow and looked down at Angel. "Now we're done for the night!" The lightning bugs flickered to say "You're welcome" and disappeared, while Angel sighed in relief and bounded ahead of her, back into the cottage. She chuckled as he beelined right for his little bed. He'd helped her even though he clearly hadn't wanted to, so he deserved to get his good night's sleep. She, however, took it slow in returning to the house, trodding along gradually enough to soak in and enjoy the night sky. She had to admit, the sight she gazed upon above her was definitely one of Princess Luna's best efforts since being restored to her normal self. The yellow pegasus even felt a secure warmth on the cool breeze that delicately blew threw her mane.

Eventually, she stepped inside her cozy little lair and closed the door behind her. Angel was already snoring away in his bed, and – just as she'd left them – Applejack and Rainbow Dash were sound asleep on the couches in the living room, their sometimes jerky movements indicating the healing potion of Zecora's was doing its job. The terror of that monstrous creature's attack and her worries about her friends' still-missing pets were not enough to end her calm. They would find them tomorrow. She smiled, laid out on the ground by Angel's bed, and closed her eyes, letting sleep slowly take hold.

And the faint barking outside sprang her back to her feet in an instant, wide awake. She knew that bark.

"Winona?"

* * *

Twilight paced around the room in nervousness. She had tried to fall asleep like Spike, but there was too much running through her mind. She was destined to be Princess. She could only tell her close circle of friends. Was she even truly ready to handle–

"Dear?"

Twilight looked up. Her mother stood in the doorway she had left open, blocking the hallway light behind her and casting a shadow over the purple unicorn. She didn't say anything. Though she didn't have to. She knew her mother could see it all on her face, even in the shadow that darkened that face.

"I remember a young foal who couldn't sleep the night before the biggest day of her life," her mother walked into the room and over to Twilight, closing the door behind her with her magic. "And after I calmed her down and got her to snooze, she ended up becoming the personal student of Princess Celestia, and eventually ended up saving our world from utter destruction – twice. Calm down, dear. There's no need to fret about this. You know you won't be Princess overnight. Princess Celestia's just starting your training early – so that you will be absolutely ready when the time does come. Go to sleep now, honey. You don't want to stay up all night tonight and be so tired that you miss doing your Royal duties for the Summer Sun Celebration tomorrow? Besides, you need to be awake enough to introduce your father and I to your friends tomorrow. From what I've read in the letters her Highness has passed on over to us, I don't think I could handle being around this Pinkie Pie friend of yours without help."

Twilight smirked. "Oh, Pinkie Pie isn't that bad, Mom...Just a more hyper version of me as a toddler."

"And we could barely handle that, you silly little pony," her mother shot back, ruffling Twilight's mane.

"Mom!" groaned Twilight, grumbling to herself while fixing her mane. "Thanks, Mom. But – It's just – Princess. I mean...I just recently made some wonderful friends. When the time comes, will I be so busy that I won't be able to spend time with them? Or – Or what if it's too late – and they're already dead and gone by then? And on top of that, I just know Princess Luna's hiding something about Equestria's past-"

"Oh, sweetheart..." Mother knelt down beside daughter. "You're doing it again, honey. Just hear me out. First, I'd say Luna is not hiding anything from you. I'd hazard to guess that she's waiting for the right time to let you know. Hay, there are things we still haven't told you about our family's past, for one."

This perked Twilight's ears. "Huh? Like what?"

"For instance, I know you've probably wondered why you feel so 'at home' in Ponyville, more than you ever felt while in Canterlot. I can tell you why. You may have been born and raised in Canterlot, but your father and I grew up in Ponyville. We were school sweethearts. Both our families moved to Canterlot when we were about your age. I still honestly can't believe why we never told you about that until now, quite frankly. You'd think it would've been the first thing you learned growing up. But I guess we were just too busy trying to contain your little rambunctious self that we forgot all about it."

Twilight smiled. She had wondered about that on one of her other sleep-deprived nights. She loved Canterlot, but she had to admit – Ponyville had always seemed far more...familiar and right for her.

"Secondly, if Princess Celestia can find some time to hang out with you and your friends every once in a while, you will be able to find time with your friends. And if your friends are truly gone by the time you become Princess, don't forget – Royal memories are eternal. So even after your reign is long, long over, all the Princesses of Equestria after you will carry your memories of them. You've actually lucked into something very special, I'd say – this way, your friends will never, ever be forgotten now."

Twilight smirked again, chuckling. "Once again, Mom...Once again, you always know what to say."

"That's why I'm your mother, Miss Sparkle. And mothers always know what to say to get their children calmed down. Now, do you want me to sing that song to you again? `Cause Mama can still croon..."

"No, but–" Twilight kneeled down besides the older mare and leaned in against her, savouring the comforting warmth of her mother's body. "Will you stay here with me, like you did that night?"

The white mare chuckled warmly. "Of course, dear."

And as her mother wrapped her tail around her, Twilight finally closed her eyes and fell deep asleep.

* * *

"GUARDS!"

At the silent whistle of their commander, the pack of bulldogs charged around the corner at the intruder. Their leaders listened and waited. Soon the sound of a vicious scuffle ensued. The sounds of the fight grew more heated, frantic and violent – until there was an absolutely cringe-inducing CRACK of bone and an ear-splitting, shrieking howl of pain that made the hair on the back of the leaders' necks stand up. There was a pause in the scuffle – before another CRACK and another pained, bloodcurdling yelp.

A few tense seconds of growling – and then the entire pack of guard dogs was hurled backwards, a few crashing through the delicate rocks of the corner wall before the whole group slammed into the thicker rock on the other side of the cavern room. The bulldogs ended up in a pile at the feet of their leaders, all of them howling in a cacophony of tortured squealing and injured whimpering.

"Oh, if that's the best you can do...Then wow, do I feel very, very sorry for you..." The voice that seemed to come from every direction at once was ghostly, detached, cold and condescending.

The three Diamond Dogs backed up further against the far wall. Their first in command gulped quietly, swallowing his slowly growing fear before composing himself. "SHOW YOURSELF!"

Smoke began into the room from around the corner. It started as a wisp, but gradually began to gather into a thick choking cloud. Soon it was billowing, filling up the cavern – and blocking the room's only quick escape route. The third-in-command Diamond Dog suddenly noticed something about the thickening plume that was still growing in front of them – something that only deepened the fear he was trying to hide. "I smell no burning! I see smoke, but I smell no burning!"

"Well, of course you don't smell anything," came the ghastly voice again. "I am no fire."

"Then what are you?" snapped the second Dog in command.

The smoke took the form of the face of a creature – a creature none of the Dogs had ever seen before. "I am Equestria's past. And I will be its future. I...am the end of ponies."

The first Dog broke into a defiant laugh – one that really didn't do that great of a job at hiding the fright he was still feeling. "Bwahahahaha! Talking smoke believes it will end pony reign! Ahahahahahaha!" The other Dogs, a bit hesitant at first, soon joined him in his nervous guffawing.

"Oh, by all means, go ahead and laugh..." sneered the face in the smoke as the being let the canines continue reveling in their amusement. "Please, please, take your time and let it all out of you."

Then three thick tendrils of smoke shot out from the cloud, wrapped around the Dogs' necks and solidified – turning the laughing trio into a terrified trio of choking mutts, gasping and struggling as they fought to get air in their lungs. But no matter how much they scratched, kicked and otherwise swatted at the tendrils, their paws just went through the misty appendages like they were passing through normal smoke. The face stretched out from the cloud, mockingly wrapping itself around each of the dogs like a python as they desperately clawed for a fruitless chance to breath. "You're going to pass out soon, by the way. Now, I'll admit, I could use this method to defeat a great many ponies. But I would only be victorious with it if this land were just populated by earth ponies and pegasi. Alas, however, this method can sadly be defeated by any unicorn with a modicum of talent in magic. If I am going to truly be the end of ponies, I am going to need help. Specifically, Diamond Dog help."

The tendrils released their grip. The Dogs dropped backwards, gasping deep and long to bring the air back into their lungs. They fell to their knees to gather their senses. The smoke swirled around above the three, the face leering down at them in triumph. "So...Do I have your complete attention now?"

* * *

"Winona?"

Fluttershy stepped out of the house and listened again. The faint barking came again. She whirled around – and then it sounded from behind her, where she'd just been looking. She turned back around and headed for her birdhouses. "Um, Mr. Firefly and friends? I-if you're still there, can I please ask for some light again, sir?" she stammered as she haltingly stepped forward in the darkness. But her insect friends did not come to her aid. As she stepped on the bridge over the small creek that ran past right in front of her home, the barking hit her ears once more – and this time, seemingly from underneath her. "Oh! The creek!" She barreled over the bridge and turned, nearly slipping into a face plant as she made her way down to the water's edge under the bridge. But there was nothing. She hung her head "Oh..."

The bark. Again. This time, on the other side of the house, out back by the chicken coop. It was still faint, but Fluttershy could clearly tell it was Winona. "Hang on, Winona! I'm coming!" called out the yellow mare, delicately making her way over to her backyard. She was still scared due to the darkness, but she began to feel slightly less so as her eyes slowly began to adjust to the inky black. Though, her being her, the mare's nervousness never completely ceased, and she approached the coop with great caution. "Winona?" she called out softly, not wanting to wake her chickens. Nothing. She peered her head into the chicken coop – but immediately noticed that there was no trace of her friend's dog.

She backed out the coop quietly and shook her head in annoyance. "I keep hearing her, but I can't find her anywhere!" She hammered her head in frustration. "Think, Fluttershy, think...Where could she be?"

As she pondered the situation, the mare suddenly noticed something: None of her nocturnal friends were anywhere to be seen. Usually an owl or two would've immediately flown over to her and greeted her if she stepped foot outside at night. She was almost always woken up from a light sleep by the swooping sound of the kindly flying squirrel. But there was nothing tonight. Even the crickets weren't chirping. "O-okay..." she stuttered. "Starting to get creepy. I think maybe I've been hearing things..."

And then the barking came again. It was still faint, but now there was no confusion about where it was coming from. Fluttershy nervously faced herself in the direction that she'd pinpointed from the bark...

...Everfree Forest.

The yellow pegasus gulped, quite loudly. Gingerly, she started towards the thick vegetation of the Forest. "You can do this, Fluttershy," she squeaked. "One hoof in front of the other..." She looked back at her house. "Oh, but I really should wait for my friends to recover before I go in here...They're not as afraid of this place as I am." The barking again. She looked back into the darkness of Everfree. "No! No! You can do this! She's not that far away. You can just go in, find Winona, and come back before they wake up!" Realizing she was pacing, the pony stopped herself. "Easy... Winona can survive the night. She's a grown dog. She can take care of herself. Just as long as she – doesn't meet a cockatrice–"

Suddenly, the faint barking turned into the faint stabbing yelps of a dog in a painful struggle. "Oh no! Winona! Hang on!" cried the animal lover, her concern overriding her fear as she raced into the Forest.

* * *

"What kind of help does Talking Smoke want with Diamond Dogs?" asked the tall, thin Dog, rubbing his sore throat. His tone had changed to one of a very nervous creature wishing to be conciliatory after being proven it was outmatched – yet still carried the air of one who still believed they could not only wiggle their way out of harm, but also claim a victory if the right advantage happened to pop up. Diamond Dogs were always shrewd. But the face in the smoke scoffed. It already knew that. The being appreciated this about the Dogs, however. An appeal to – or clear threat to – their greed or pride was all one needed to manipulate and control them. And once a Diamond Dog was on one's side, they tended to be rather quite loyal to their allies. They were still dogs, after all.

"Rover...Fido...Spot..." The Dogs gulped at hearing their names while the smoke swirled tauntingly around them, one wispy strand always keeping in close proximity to their necks. "I don't need anything from you three in particular. No, rather...I need a...few – soldiers on standby. I know your kind is many more than you lot and your precious bulldogs." The face looked down at the pile of guard dogs, who had all passed out from their pain rather quickly. "Though I don't think the ponies truly know just how many you are. I am in the process of procuring a pony's body to possess. My magic will be most potent once again after I have gained control of this mare – and I will have the ability to regain so much more power as well. This pony is a friend of a...certain unicorn you came into contact with a while back. One with a very pronounced ability to find gems. You know of whom I speak."

"Ahh!" Rover clasped his paws to his ears in memory. "The annoying pony!"

"Yes, her. However, once I have my powers restored, I assure you...I will break her. I will need to use her for my own ends first – sadly, even the rather large amount of power I will have restored to me does not include the ability to see all things, no matter how deep or high they lie. But when I am done wit–"

One of the guard bulldogs howled in pain again. A solidified smoky "foot" slammed down onto the beast's head, viciously knocking the creature back out. The smoke face looked up and continued. "Ahem – When I am done with her, you can have her again. And I assure you, this time she will not be annoying, and will willingly help you find gems. Oh, and did I also mention you'll have the largest, most pure diamond in all Equestria? I believe I mentioned that before. Or did I? I can't remember."

Fido, the biggest of the three Dogs, pointed accusingly at the smoke visage. "We Diamond Dogs may be stupid, but we not dumb, either! You talk of the Flame of Limbo! That is a myth! It does not exist!"

"Oh, trust me...It exists, my skeptical canine friends...I don't know exactly where it is – but I know without a shadow of any doubt that it exists. Which is why I need the unicorn pony's talents. Her purple unicorn friend can replicate her gem-finding spell, but that pony is too close to the Princesses for my comfort – and besides, even a very-well replicated spell is nowhere near as potent as a spell that is one's natural talent. I have no need for the diamond. I just want to extract the flame it holds inside. THAT is how I will be the end of ponies. Now, you go run back to your King, and tell him an old friend has returned – one who still shares in his want to eradicate those who forced your kind underground in the first place. He was a very powerful ally of mine when I was in possession of another pony's body."

"King is also not dumb!" growled Spot, the smallest of the three and the third in command. "King may be very, very old, but he not forget one so easily! Give us name, spectre, or there will be no deal!"

"But of course..." smiled the face. "The King – and you all – may recognize the name I used in those ages past, when I was in complete control of that other pony's body. The name I used began with...

...Nightmare."

* * *

Zecora shook off the dirt gathered from her latest day of her ingredient searching before stepping into her humble abode. "Ah, what a beautiful day and such a gorgeous night! Now for my head to lay and my aches to alight!" She immediately smacked her hooves to her head. "Oh, dear me, I'm doing it again!" she chuckled. She had started talking in rhyme back in her native land to amuse the young children of her village, and had continued to do so around the ponies out of sheer, slightly cruel amusement. They'd hated her when she first arrived, so she figured she'd might as well do something to make herself sound even more foreign to them – freak them out some more. But once the ponies realized she was somepony who was okay to be around, they were so enamored by her rhyming speech that she kept it up. And now rhymes were practically all she could talk in. It was beginning to become a habit for her. She looked at the spiral sun on her rump. "Heh. I probably should've gotten a rhyming cutie mark..." she giggled. "Ah...I do have to tell them someday that I don't always speak like that."

But obviously that was not going to happen tonight. A long day of very fruitful searching for rare potion ingredients – coupled with a few instances where she'd thought she had seen her friends' missing animal companions and given chase, only for her to discover she was chasing a regular resident of Everfree – had certainly taken its toll. She was extremely tired, eying her bed the whole time she removed her filled-to-the-brim saddlebags off her back and hung them up on the rack beside the door.

"My Luna..." she gasped, reveling in the freedom of having the weight of the bags off of her haunches. "That is so much better! I really do have to start taking shorter trips when I go out on these searches!"

Finally free of the punishing load, she stretched herself out, letting her muscles breath. "Ahhh..."

Normally in her nightly routine, she would take a soothing bath – but she was so tired, she decided to skip it. She could do it in the morning, anyways. She blew out her lights and curled up under her sheets.

_"Winona! Come back! You're hurt! Winona!"_

At first the zebra thought she was hearing things from her tired delirium. Yet, when the voice came again, it was closer – and clearly wasn't coming from her mind.

_"Winona! Stop! Oh, please stop running away from me!"_

Zecora groaned, sat back up, rubbed her eyes, and looked out her window – where she saw a yellow speck with wings running off towards the heart of Everfree. "Fluttershy? What in the world is she-"

_"WINONA!"_ came the cry from the pony as Fluttershy ran into the darkness beyond the zebra's vision.

"Now THAT is something that merits suspicion!" Zecora wondered to herself. Begrudgingly getting back out of bed, she re-lit her candles and searched her potions cabinet. There was no potion to take her exhaustion away, but she knew she had one that would make her alert for a few hours. "Ah!" Finding what she wanted, she quickly took a swig of her recommended dose, fighting the urge to spit it back up thanks to the potion's rather bitter taste. She would have to remedy that later. Some sugar, perhaps.

That would have to wait, too. Temporarily reinvigorated, she dashed out of her hut after Fluttershy – or if it wasn't Fluttershy...whatever was impersonating her. Either way, she was going to find out the truth.

* * *

"King wants proof more than words!" Rover growled at the being when the Dogs re-entered the cavern.

The face in the smoke sighed. "Oh, alright, I'll come with you. But let's make this quick, shall we?"

"What? No! King says you must stay here!"

The face sighed again. "Look, until I've got that pony possessed, I'm just a cloud of fireless smoke that talks. I have no other method of proof besides having him see me if he will not take me at my word."

After a moment of contemplating that, Rover looked up. "Alright, Talking Smoke...Come with us!"

The three Dogs led the amorphous cloud through many, many dug out tunnels on their way back to their home city. Soon they arrived at their destination, and the tiny passageway they were in gradually opened up into a massive underground cave that rivaled even the greatest crevices on the surface of Equestria. Thousands of homes, most of them no more than small dug-out mounds, lined the layers of the canyon walls on both of its sides. One long, winding path led to the sprawling plaza at the floor of the cavern, where millions of Diamond Dogs – soldiers in their unit formations and civilians of the city alike – were gathered in a colossal crowd, surrounding the spectacular castle covered in splendid gems. The only thing that outnumbered the crowd was the uncountable number of huge, jagged stalactites that lined the ceiling high above them, looking like the teeth of some huge being ready to eat those below.

Spot turned to their guest. "All the city come out to see you. Everyone curious about Talking Smoke."

"I see..." said the face, scanning the crowd studiously. The soldiers seemed to make up a large portion of the crowd – the armored and armed canines were easy to pick out. They were plenty. That would do.

When they finally drew close enough to the castle at the center of the plaza, the King Dog could be seen standing at the stop of the building's front steps – his many, many, many wrinkles casting bizarre shadows that crisscrossed over his body, giving an unearthly quality to the grace he held himself with.

A grace that disappeared the instant he saw the face of odorless smoke. "NO! NO, YOU FOOLS! I TOLD YOU NOT BRING IT HERE!" he screamed, immediately turning and bolting to get inside the doors of the palace – his spryness and speed rather surprising for a creature of his very advanced age. But it was not fast enough. Right as the King's paws touched the handles of the front doors, his arms were caught by solidified smoky tendrils. "NO! NO!" he shrieked as the being lifted him into the air, more tentacles of smoke capturing his other two flailing limbs – and upon the being seeing the castle protective guard about to attack, one more poised around the royal's neck, keeping the soldiers at bay. The civilians screamed, and some of them began to run away back to their homes out of sheer terror.

"It seems somepuppy remembers the last words that I spoke to them, Dog King!" growled the cloud.

"WHAT ARE YOU DOING, SMOKE?" Fido screamed at the murky entity.

"Oh, yes, that's something else I forgot to mention to you – although this time I can honestly say that I forgot to do so because it slipped my own mind until just a few moments ago." The being glared at the dangling, struggling King. "A thousand years ago, your King swore loyalty to me. The Diamond Dog units were the largest part of my army. But when war finally came – it was on HIS order...that they turned on me, fighting alongside the ponies against me. It was his betrayal that allowed Princess Celestia to banish me to the moon – and you KNOW how long I spent there." The foggy visage grinned maniacally. "Your King is the only one still left alive from that time. I wish I could take credit for all those deaths. Sadly, I think I hold the credit for about only 40% of them." The smoke swirled, the face smiling. " No, he certainly hasn't forgotten those last words I spoke when he pledged his allegiance..."

With a quick and violent twist of the tendrils, the multiple sickening SNAPS of bone reverberated throughout the huge canyon. The Diamond Dog King fell, silent forever. "Words I need not share."

Chaos immediately ensued. The guards and soldiers quickly sprung into action, charging and lashing out at the smoky being – to no effect, as their blades and claws swiped through air. The cloud ignored them, turning to the horrified civilians – who were still mostly frozen in place out of shock than fleeing. Good. They would make it easier, then. "Now, I need to make this quick – I have a few more stops I need to get to before I meet a pony in the Forest tonight...So I'll just tell you all this: I still do quite need help from your soldiers. Only, this time–"

The cloud of smoke exploded into millions of solidified tendrils. They shot out in every direction, some crashing through the walls of homes the civilians had run to. In a very short amount of time, the entire remaining population of the Diamond Dog race – male, female, child – was in the strangling grip of the being's terrifying will. Effortlessly, it raised them all towards the menacing, jagged stalactites.

"I'm not asking."

* * *

"Winona!" cried Fluttershy, trying to be loud, but not too loud as to disturb the creatures of the Forest who were sleeping. "Please! Come back! I can help you heal!" The pained and terrified yelps of her friend's dog signaled that the animal clearly didn't hear her, however. The barks continued to fade deeper into the darkness as she tried to catch up chasing after them. "Oh, if only I could use my wings!" she grumbled. She knew she could go fast enough to reach Winona in time if she flew – but for one, the path was too narrow for her to use her wings, and for two, considering how faint the runaway pet's cries were while she was on the ground right now, she was afraid she'd probably be too far away to hear them if she took to the skies. "No! I must keep running!" she steadied herself, continuing her pursuit. She was rather quite amazed at the pace Winona was making. For an animal that sounded like she had sustained a serious injury, the dog was blisteringly fast. Something had truly frightened her. "Or–" Fluttershy spoke the new thought out as it came to her in her head. "Or maybe some creature that's faster than she is has her in its jaws and is taking her to its lair!" She gulped at the thought.

Yet somehow, she continued running after the barking. She could feel her braver, more authoritative side starting to come forward. "If that's true," she huffed – rather angrily, to her own surprise, "Then I'm the only one who can save that poor dog at the moment! You hear that, Forest? I may be a coward, but NOPONY harms my friends! EEP!" She immediately skidded to a halt at the sight of something running across her path. "Don't hurt me, creature!" shuddered the mare – then looked up to see Angel smacking his head. "Oh, Angel! It's just you!" she sighed in embarrassed relief. "C'mon! We have a friend of yours to save!" The bunny nodded, and the two of them took off again, dashing towards the rapidly fading barking before it became too distant for either of them to hear. "Hurry, Angel! We're losing ground! We've got to catch Winona – or whatever it is that's dragging Winona away from us!"

Further behind them, another creature was chasing the animal tamer pony and her little friend. Zecora couldn't believe it. She was sure Fluttershy had been up all day tending to her animals – and looking everywhere for her friends' missing ones. Surely the young pegasus had to be exhausted. But no, the pony ran as if she'd slept for two days straight. To keep such a pace on the path they were running was a feat in itself. The tree roots lacing the path like speed bumps could trip up even a cheetah, one of the most agile creatures from the zebra's homeland. Yet without assistance from her wings, the yellow pony was practically flying over them. And Zecora figured herself to be in shape, but even with a boost from her potion she was already beginning to feel the burn in her legs. "How in the world can she do this?"

* * *

Enraged, the swarm of Cockatrice attacked. And attacked. They stared. And stared. And stared.

But no matter how hard they tried, the intruder would not turn to stone.

The smoke circled around the magical birds. "That's right – Kind of hard to turn me into stone when I don't have a body to begin with. Oh, believe me – You can keep trying all night to turn me into stone – or if you could stop for just a little bit and listen to what I have to say, you could get the chance to turn all those ponies outside this Forest into stone. Or a meal. I know you Cockatrice – Cockatri? What's the plural of you lot again? Help me out here. No? Well, anyways – remember your old pal, Nightmare?"

The smoke face focused on a particular Cockatrice – which stopped attacking and tilted its head, clucking curiously. "Well, my fowl friends – sorry for the pun, the opportunity came up and I just _had_ to take it – I'm back. And if you help me again, I assure you, you will be able to capture many a pony."

The single Cockatrice let out a stream of angry clucks, a verbal barrage that made even the other birds around it look at each other. Clearly the fowl was not using particularly nice language in its rant. The smoke laughed. "The yellow pegasus? Oh, yes. Do not worry, my friend. I will torture her personally. Now if you'll come with me – I can join the rest of myself and get this over with before sunrise."

* * *

Fluttershy looked at her rabbit companion as they ran. "I'm sorry I woke you up again, Angel – and I know I should have left a note or something for Applejack and Rainbow Dash before I left... But I just – I heard Winona, and she sounded so scared, so much in pain! I couldn't ignore that! I just don't think I would've been able to live with myself if I hadn't gone after her! You understand, right?" Angel just rolled his eyes and pointed ahead, towards the barking, giving her his _'Focus, you stupid pony!'_ face. "Oh, yes! Right! Right! I can't slow down! I just can't slow down! I don't want to lose track of–"

She stopped, nearly making Angel collide into her hooves before he dodged around and skidded to a halt himself. They had reached a clearing – but in front of them was a wall of large, thick and cluttered brambles, which extended as far ahead of her as she could see in the dark. Her and her companions' ears perked up, listening intently. She couldn't hear the barking anymore. She looked at Angel. "Can you–?" But he immediately shook his head. Neither could he, and his ears were better than hers. Not by much, but they were certainly better attuned to hearing distantly. They both looked around frantically. It seemed as if Winona had just disappeared into the night. Then Angel's ears perked up. "What is it? What do you hear?" – and then Fluttershy heard it herself. The barking was back – except now the faint sound of a cat's terrified mewing accompanied. A mewing that she instantly recognized, too. _"OPAL?"_

The mewing came again. This time there was no doubt in Fluttershy's mind. It was definitely Rarity's cat howling alongside Applejack's dog. "Oh my word! What on Equestria is Opal doing all the way–"

A loud roar – one neither of them needed to strain to be able to hear clearly – echoed through the darkness. Eyes in the darkness opened everywhere in fright. There was the sound of animals fleeing in every direction – but aside from a few glowing eyes, it was so dark she could not see what animals, nor which direction. What was unmistakable in her mind, however, was the roar – which sounded again.

And was quite closer to them than the first roar had been.

At first it appeared the shadows itself were dissolving. But as her eyes adjusted, the mare realized it was the bramble bushes, splashing aside like water in a stream. Something big was coming for them. Fluttershy slapped her wings down at her side, fighting the every urge to run that her body threw at her. The cracking of the splintering brush grew louder as whatever it was drew nearer Angel hid under her.

Having stopped and hidden herself, Zecora shook in terror. As far behind them as she was, she had also heard that roar. She had been told that Fluttershy had a secret bravery about her, but this was unreal. Something that seemed to be bigger than a full-size dragon was crashing through the Forest – and there she was, standing solid. Zecora thought for a moment that the pony was frozen in fear, but the look on the mare's face did much to disprove that. The zebra ducked out of sight, staying as quiet as possible.

Back up in front, Fluttershy's legs were ready to shake with utter fright – but with all of her will, she planted them still on the ground. Hearing the barking and the screeching drawing closer, she knew that whatever was coming had Winona and Opal in its grasp. Whom she would not let be harmed anymore.

The barrier of brambles exploded apart, thick vines and gigantic thorns flying in every direction.

The creature that had attacked Applejack and Rainbow thundered into the clearing, the howling pets of her friends in the grip of its left paw – and let out a roar so loud and powerful, it caused its own wind.

But even in the face of the gale, Fluttershy stood strong. Seeing the animals in the creature's grasp – and knowing she had beaten the creature before – caused all the fear she had been feeling to leave her. "HEY!" she yelled, glaring fiercely at the creature. "Remember me?" Upon noticing her, the creature shrieked, its red eyes widening in fear. "Yeah, that's right. You know who I am. Now let them go!" The beast hesitated for a second, seeming as if it was going to release the pets. It backed up. "That's it..."

It didn't comply. Instead, it whirled around and bolted back down the path it had carved for itself – revealing that when it wanted to, it could alight itself at a speed that rivaled Rainbow Dash's fastest. It crashed through all the brambles and ran into trees again, simply leaving them flattened in its wake.

Yet Fluttershy grinned. She wasn't that happy about the creature destroying the nature she loved – but the monster's stomping of the foliage left a gaping, tall hole in the otherwise unnavigable path ahead.

She had room to fly now.

The pegasus flipped Angel onto her back and extended her wings. "Hold on to my mane, Angel!" she growled, her anger at the creature and the situation boiling over. "We're going after that big meanie!"

The mare took off with such speed that she caused her own shockwave and a big gust of wind.

The gust was so powerful it sent Zecora tumbling back, head over hooves. "Holy Celestia!" The zebra was once again stunned into speechlessness. Zecora had seen Fluttershy use The Stare many a time, but never had she realized the power the pony truly held. And now the chase she'd been following was leaving her in the dust. "How in the hay am I going to catch up to them now?" she sighed. Exhaustion was beginning to settle back in on her – the potion she'd taken earlier was clearly starting to wear off.

But something bigger was going on, though. Nothing felt right about this. She needed to know more, so she could go and warn everypony about it before something truly awful happened. Digging into her willpower, Zecora righted herself and took off, following the dust cloud, running as fast as she could.

Ahead of Fluttershy, the creature crashed through tree after tree, vine after vine, kicking up splinters, thorns, huge logs, dust and branches in its wake. But the pony didn't see the fifth paw come out of its chest to hold the wailing pets as it ran. She didn't see it grinning to itself as it fled from her wrath.

All she focused on was rescuing her friend's companions. She was so enraged as she hurtled forward, nothing could get in her way to stop her. The creature wanted to run as fast as Rainbow Dash could fly? Fine. She was faster. She'd caught up to the Discorded Dash – while carrying a fully occupied hot air balloon. The monster wanted to throw tree trunks, branches, bramble vines and other shrapnel at her? Fine. Fluttershy dodged, weaved and ducked all the debris rocketing at her, flying through it as if it wasn't even there. It took a lot to anger her, and nothing had incensed her more than this monster had.

She was going to teach it a lesson.

On the ground, Zecora fought through all of her own exhaustion and pain while she raced to catch up. All the debris the creature had flung into the air behind it came screaming down around her. She twisted to avoid the logs that fell vertically, creating craters upon impact, and leaped on and ran across the logs that fell horizontally, jumping off them and back onto the path as they landed and rolled away. She still could not believe it. This was Fluttershy The pony was terrified of everything, yet now she had gone so deep into Everfree that even Zecora didn't know if she could find her way back home.

Far up ahead, the pain of Angel's death grip on her mane wasn't even fazing the furious animal caretaker. She was gaining on the fleeing beast – fast. Closer. Closer. Closer. "I've got you now..."

The path ahead broke open into another large clearing.

She dove.

With all her might, Fluttershy plowed into the monster's upper back, knocking it off balance and driving it face first into the ground, throwing up a huge cloud of dust. The pegasus stood over the unconscious creature, triumphantly smirking. "That's right. Now stay down, you meanie!"

The pained howling and mewling quickly shattered her out of her angered state, however. "Oh my! Winona! Opalescence!" She hurried over to the injured pets – and gasped in horror upon seeing them. Winona was limping on three legs, the bones in her left front leg fractured so badly, it had a sickening zig-zag shape. The pink-haired pegasus was stunned that none of the bone was sticking out of the poor dear's limb. The dog had been extremely, extremely lucky. Opalescence hadn't fared much butter. The cat's tail was broken in multiple places, her ears were bitten and bloody patches coagulated where the feline had ripped the nails out of its paws in frantic attempts to scratch herself free from her captor.

In a flash, Fluttershy set out to treat their injuries as well as she could. She scavenged around the field of debris, eventually finding a plank of wood that would be suitable to set Winona's leg for traveling, wrapping the piece in the thick, smooth, leaves of the oversized bramble vines. Raking the thorns off the smaller bramble vines with her teeth, she used them as makeshift twine. She walked over to Applejack's companion. The caretaker pony cringed at the canine's howls while she applied the splint – but eventually it was done. "I'm sorry, Winona...I do wish I had ice to ease the swelling. But I'll get you to a vet, pronto." The dog wagged her tail and licked the pony in thanks, still in pain, but grateful. "Yes, yes, Winona. You're welcome. Just please don't put weight on that leg. You'll be limping for a while."

Opal wasn't so forgiving at first. The cat struggled while Fluttershy set another makeshift splint on her tail, and howled in annoyance when the pony wrapped her bloodied paws in makeshift leafy bandages. However, once all the fuss was over, Opalescence looked at the dressings on her wounds – and gratefully rubbed against the yellow pegasus, purring her thanks. "You're welcome, Opal." Fluttershy smiled, petting the cat tenderly. "Rarity is going to be so happy to know that you're okay. And the same goes for Applejack with you, Winona. You're both so dear to them. I can't wait to see their faces when-"

Pinkie Pie's face suddenly flashed in Fluttershy's mind. It hit her: Where was Gummi? She'd been so focused on reaching the other two animals, she'd completely forgotten about Pinkie's pet. "Opal? Winona? Was Gummi with you two when that nasty brute snatched you into the forest?" she asked. Opal ignored her, choosing instead to lick the leaves that covered her paws - and the dog's barking answer was not definitive in any way. "The little alligator without any teeth? He wasn't with you?"

Winona barked inconclusively again – and then something strange happened.

At first Fluttershy thought Winona had put weight on her injury and fractured the bones further – but soon she realized that wasn't the case. The dog's leg was _rippling_, like water disturbed. And then it wasn't just Winona's leg. Fluttershy stared in wide-eyed shock as the pet's whole body began to ripple. "What in the–" She backed up, looking over at Opal. The cat was rippling, too. "What – That's –" The pony backed up further. "No – This is–" She bumped into something behind her. "EEP! The creature!"

Except when she turned around – the creature wasn't there. It was a just a large tree stump. But a tree stump she didn't remember being there. "What? How could that thing just disapp – What is going on?"

The reality of where she was was beginning to sink in. She looked up – and realized that it wasn't moonlight that was providing the slight illumination. It was the glowing eyes of thousands of creatures perched in the huge trees that ringed the clearing, blocking any light or view from the outside world. She could hear the soft sound of wings flapping, slowing. Creatures she couldn't see were perching down all around her, drawn by the noise. The yellow pony quickly realized that she was surrounded.

She looked back down – and came face to face with the shimmering Opal and Winona. "Get away from me!" she shrieked. The pets advanced towards her, wobbling like gelatin now. "No! Stay away! Wake up, Fluttershy! Wake up! This is a dream! It has to be a dream!" She squeezed her eyes tightly shut.

When she opened them again, the animals were right in front of her, rippling up and down like springs. "EEK!" She recoiled once more, sheer unbridled terror ripping through her again. "Please be a dream!"

Opal and Winona suddenly exploded into tendrils of smoke that grabbed all her hooves and solidified. "NO! LET ME GO!" she writhed in their grasp, her fear ratcheting even higher. The tendrils slammed her down on the ground, right in front of the tree stump. "Please..." The pony gabbered, frightened tears starting to fall from her eyes. "Please...Whoever you are – Whatever you are! Please spare me!"

Angel jumped up on the tree stump – and to Fluttershy's horrified astonishment, the tendrils fused to the bunny's paws, while the stump fused to his feet. Angel sneered, opened his mouth – and spoke.

"Oh, I'm going to spare you – but only after you realize something..."

"...R – Realize what?" sputtered the fear-stricken pegasus.

"This is no dream. It's a nightmare, shy one."

The rabbit turned into two daggers of smoke, which dove _into_ her eyes – and then all that Fluttershy could comprehend was the most excruciating pain she had ever felt in the entirety of her life.

Zecora arrived to see lightning shooting out of her friend's eyes as smoke poured into them, the pink-haired mare posed in agony, letting out an unearthly, absolutely bloodcurdling shriek of torment that did not seem like it was ever going to stop. The pegasus' hide began to bubble. Zecora stared in horror as she watched her good friend's body mutate right before her very eyes. The zebra tried to shut out the sickening sounds of Fluttershy's bones cracking as they stretched and moulded to fit their new form. The lightning grew fiercer as the smoke continued to force its way in – and soon the ear-splitting shriek slowly morphed into a wicked, cackling, evil laugh. Zecora leaped into the nearby brush, watching the rest of her friend's hideous transformation via the shadows cast across the ground by the lightning.

Eventually, the strobing flashes stopped. The blinding darkness of the Everfree Forest swamped back in.

It was done.

The red eyes opened.

"Ah...You see, my clucking friends? Done before dawn. Now to just wrap up a few more things before the Summer Sun Cele–"

The nose sniffed the air...

And caught something.

The fanged mouth grinned.

"I can smell you, zebra."

**END CHAPTER TWO**


	3. Chap 03: Kniven Vendinger

**Night of the Shy (Revamp)**

by Raefire

* * *

**CHAPTER THREE: KNIVEN VENDINGER**

The hooves stomped over the dirt. The guest looked up. They were still there. Some had slipped off their jagged perches and fallen to their deaths far below, but the majority were still hanging around.

"Ah. Right where I left you mutts."

She was so very, very tired. She was going on almost a full day without sleep. Her body ached with fatigue. She wanted very much to simply stop, lie down, and rest. Nothing more, nothing less. Just rest.

But if she did that, they would catch her.

And so Zecora ran. Through the bowels of the Everfree Forest, she ran. Over dirt. Over grass. Under huge tree roots. Over giant logs, she ran. Towards Ponyville, she ran. Or, at least, she hoped it was towards Ponyville. She didn't remember any deviation from a straight line course when she followed Fluttershy into the forest in the first place, but as she had chased the pegasus almost all night, there could've been. She'd barely escaped the clear path that had been shattered out of the thick bramble before the plants closed it up on her, and she had chased the pony so deep into Everfree that even the forest the zebra called home was utterly unrecognizable to her. She had never been so far into its heart. There were so many huge trees blocking all outside light, she didn't even know if it was morning yet.

None of that mattered at the moment, though. What mattered was the fact that Fluttershy was possessed. What mattered was the fact that whatever had possessed Fluttershy had mind control over animals. What mattered was that Zecora didn't even need to look back to know that the flock of cockatrices ordered to go after her was still on her tail. She could hear their angry wings. Besides, if she looked back, there was a chance one of them would be looking right at her. And of course, looking straight in the eyes of a cockatrice was the last thing anypony – nay, anything – ever wanted to do.

What mattered was the fact that Zecora needed to get out of the forest. An Element of Harmony wielder had been corrupted, and the being in control of her had plans for the Summer Sun Celebration. The Summer Sun Celebration that was going to happen in roughly another 24 hours. Zecora needed to reach Ponyville and warn everypony. Whatever was going to happen, the zebra had a fair inkling it wasn't going to be good. Her friends were in grave danger. All Equestria probably was, too.

They had to know.

And so, despite every muscle in her body screaming that it wanted to stop, Zecora kept on running.

Until the the pack of red-eyed timberwolves leaped out from behind the trees in front of her.

* * *

The creatures lunged out of the rock, chomping and snapping angrily at the intruder. It was too close to their nests, and they didn't like it. "I don't like it, either." The red eyes boiled. "The fact that such beautiful creatures were taken from their rightful homes and stuck in holes in the side of a rock wall. This doesn't suit you gorgeous beasts at all." The snapping stopped. They were intrigued now. "I remember when your kind were burrowers. Oh, the terrors that used to race through pony minds every time the ground shook! Majestic it was, the way you'd sometimes leap completely out of the ground to catch your prey. You and the Sand Mantas – oh, how I miss the Sand Mantas – you were the lords of the Earth... But a few tremors under the wrong buildings, and the Princess had enough of your kind."

They were definitely interested now. "With a flash of her horn, she punished you unjustly, taking away your burrowing ability and forcing you to resort to catching whatever strays too close to you to survive." The wings flapped, the sun glinting off them when it hit the right angles. "I can restore you to your former glory – though, as my magic is a bit drained from my most recent actions and I'm saving up for later, I can only restore one of you. The red hair fluttered. "But one is all I need." The creatures looked at each other – and their chatter resumed. The intruder sighed. "If you don't think I'm being clear enough, let me be more blunt: I will restore one of you and let you take down the Princess."

The chatter stopped. The creatures did something that could only be described as nodding and retreated into their nests. Except the largest one, which stayed. The wicked mouth curled. "That's more like it."

* * *

"Twilight, honey, wake up."

The gentle nudge stirred the young unicorn out of her deep slumber. "Hrm?" Twilight glanced up to see her mother looking down at her, smiling. The sun shone through the long window of the Royal Guest Room with a warm, fresh glow. And then the sudden realization of what day it was sprang the pony fully awake right quick. "Oh! Oh, I've got to pack, look over my list of duties for the Celebration one last time...Oh, I so need to get back to Ponyville!" She raced around, searching for her luggage - but none of it was present. "Hey! My stuff! I can't go home without my books on the ancient pony tongue!"

Her mother just chuckled lightly. "Calm down, my little Princess."

"Huh?"

As if on cue, Spike opened the door, General Spur right behind him. "All packed! Is Twilight up yet?"

"Yes, she is, Spike," her mother answered. The older mare looked at the younger one. "But I think she wants some breakfast before we head out. Besides, I need to retrieve her father, who's probably eating."

Spike yawned. "Sounds good to me! I need my morning pick-me-up of gems, too."

As they followed Spike out the door, the elder unicorn watched Twilight's panic gradually subside. "Patience is a virtue, dear. Remember that. I know it's an old and stingy line, but ponies keep saying it because it's true. You're going to have to have it learned by the time you're Princess. And I mean a different kind of patience you'll need than the kind that you use to withstand your friend Pinkie."

Twilight was listening intently. "What do you mean, Mom?"

"I mean the patience to see the world beyond just your point of view of it. To be able to still negotiate with somepony else even while they're constantly spitting words of venom and hate towards you. To look at each issue a citizen brings before you with a new ear, so you can make a proper judgment based on the facts on hand. And the patience that lets you wake up in the morning and know that, no matter what might happen that day, there's absolutely no reason to panic over it like you just did."

"Unless whatever happens is really bad," the General cut in. "But in that case, Twilight, just... Panic calmly. Trust your instincts and your training, and you'll be able to get out of practically any situation."

Spike snickered. Twilight's mother rolled her eyes in annoyance. "Well, while I'm not particularly keen on the General's method of giving advice to you, exactly... He is quite right about that, I must admit."

Twilight smirked. "You sound like you could be Princess, Mom... Parents really do know everything."

Her mother sighed. "Honey, if that truly were the case, this world wouldn't need social workers like me. But you really do have the skills to be Princess, dear. Again, you just to need to learn more patience. This world isn't perfect, but if you sat back and observed for a while, you'd see the impact you and your friends are already having on ponies. Take Prince Blueblood, for example. You already know how much he's changed. Or that magician acquaintance of yours who runs the orphanage in Hoofington now – oh, what was her name? Ah! Trixie, that's it! Yes, look at how much you helped change Miss Trixie."

"Trixie? That boasting little fraud?"

"She's more than made up for embarrassing Hoofington with that fabricated story, let me tell you. The city has forgiven her and absolutely loves her now. I've visited the orphanage a few times on official business. That boasting fraud is gone now. Whatever you did, you unlocked her motherly side. I believe you might even get to talk about it with her at the Celebration tonight. I heard she was going to bring all the children she watches to come and see it this year. I think it'd be good for you two to reconnect."

Twilight mulled over the information. She hadn't expected to hear that at all. After the incident with the Ursa Minor in Ponyville, Trixie had acted like the whole ordeal had not affected her in the slightest. Though, given the magician's personality, it made sense that she'd kept up her haughty air while the situation had actually affected her inside. Humility - rarely accepted at first by those with big egos.

"Trust me, Twilight," her mother assured, "You and you friends are doing so much more than you even realize. I can't tell you how many times your father has come home from work, absolutely bone tired – but beaming with pride. And when I ask him about why he's smiling, it's always the same answer: _'Another student came up to me and said they wanted to be like our daughter when they grow up.'_ You've not only saved the world twice, sweetheart – you've almost single-hoofedly gotten this entire new generation actually enthusiastic about reading. That's an influence even Celestia hasn't achieved."

"And writing, too, don't forget," added Twilight's father after the procession reached the dining area. "Haven't seen so many foals so willing to read or write in a long time. All because of you, little one." He punctuated his sentence by immediately stuffing his craw with a strawberry and rose petal crêpe.

"Listen to your parents, Twilight." General Spur looked at his pupil. "Your mother speaks the the truth. Remember what I told you about the Guards yesterday. They'd be willing to follow your plot anywhere. Some more than others, but those perverts have already been disciplined for their vulgar behaviour."

Twilight blushed – less so because of her own humbleness in the face of her parents' eye-opening comments on her influence, or the knowledge that some of the Guards found her attractive - but moreso because it truly amazed her at just how much her father's eating habits had not changed in the slightest.

Her father didn't let that go unnoticed. He chuckled after finishing a swig of orange juice. "Still red-cheeked in public when you see me eating, eh, darling?" He held out his hooves warmly. "Come here." Twilight walked over to him, and he embraced her lovingly. "It really is good to see you again, sweetcakes. I honestly cannot tell you the true extent of just how proud of you I am. Now – hungry?"

Twilight smiled, sat in the chair next to him, and turned to the Royal Waiter. "One rose crêpe, please."

"And a mild gem muffin for me, please," added Spike. "I don't wanna be too greedy in the morning."

Twilight couldn't help but snicker again.

* * *

A blast of fire spewed forth out of the mouth of the cave along with the very irritated and enraged roar. "WHO DISTURBS MY 100-YEAR SLUMBER?" the red dragon bellowed, rising to its full height.

The newcomer stood firm, not scared in the slightest."Oh, it is only I, a humble old friend who has possessed the body of the pony who so rudely kicked you out of your first choice of a slumber cave."

The dragon glared down at the intruder, also not very impressed, either. It took a moment for the towering monster to recognize who he was dealing with – then it saw the red eyes. "Nightmare... What is it this time? Or is it just another overthrow plan of yours that is doomed to fail from the beginning?"

"On the contrary, my elder friend, this plan is poised to succeed."

"HA!" chortled the beast, the smoke from its nostrils practically laughing itself. "Oh ho, you still amuse me... Pray tell, just how will this particular plan succeed when they've all failed for millenia?"

The intruder paced carefully on the floor of the cave. "Because this time, it is different."

"As all the other plans were."

"I'm serious, my friend. This time it truly is different."

"Well, I have 100 years." The dragon laid back on his pile of gold. "Give me the long, boring version."

"Hrmmph... Well, if you insist: Yes, my last plan went up in smoke – but being transported to the moon was a surprising benefit, actually. In wanting to protect her sister, Celestia actually put me right in contact with the stars. But you know how that went. And you know the Flame is tied to the Elements. Sever the souls tied to the Elements, sever the link to the Flame. Sever the link to the Flame..."

"Yes, but the Elements eventually find new souls." The dragon snorted two large rings of smoke, still amused at the moment more than anything else. That's why your plans have always failed in the past."

"True – yet Celestia was linked to ALL the Elements. The Flame is unstable enough if the soul connection to two Elements is severed. It can't handle all the Elements being severed at once. By corrupting the stars, I basically forced her into the gamble of a lifetime. She made a risky bet on Twilight Sparkle. She got lucky that the Elements linked to that pony and her friends just in time."

The dragon raised an eyebrow. "That's why you threw ridiculously easy roadblocks at them that night."

"Yes, I apparently gave in to the haughtiness that foiled my child twice. Should have killed them then."

The dragon began to grin. "Keep this up. Suddenly I'm beginning to like where this plan is headed."

"Well, there was one other benefit of Celestia unlinking herself from the Elements – besides releasing my child from the spell that had imprisoned him in the first place, brief as that joy may have lasted."

"...and that benefit was?"

The pointed teeth glinted. "By my forcing her to give up her link to the Elements, Celestia sacrificed the ability to truly see all. All my past plans, my targets predicted my every move. Now the Princesses only notice disasters when they reach a fever pitch – or when they happen right under their noses."

The dragon was confused now. "...So...?"

The intruder sneered. "So now they won't be able to predict the death that awaits them both tonight."

"How do you know they won't see it coming?"

"An Ursa Minor attack. A parasprite attack. Both times that wretched city of Ponyville was nearly completely decimated – but the only time Princess Celestia has ever intervened in a situation there was the time her own personal student went insane. And even then, she only cut in at its worst moment."

"What of the student? She holds the most powerful Element, does she not? Can she not see all?"

The nostrils flared in snorting. "No, she cannot. She is still young. She thinks they unlocked the full, true power of the Elements when they put my child back into his stone prison. She really has no idea."

"You sound like your child right now."

"I do, yes. But my child has disappointed me. He did one thing right in his torment of the Princesses' parents, but then he got caught up in the fun of – ugh, 'chaos.' At least I gave it my all in every failure of mine." The intruder realized they were still pacing, and stopped. "This time... No underestimating."

"Okay, so you've given me the backstory, and I'm partially intrigued now. You've managed to corrupt one guardian of the Elements. How do you intend to make sure the Princesses are out of you way?"

"I'm sure you know all too well how this pony has... a surprising amount of control over creatures. I have enhanced those abilities with my magic. Can't say I'm fond of absorbing some of her personality traits, but that's always one of the side effects of possession, and can come in handy. In any case, I already have the Diamond Dogs, Cockatrices, Timberwolves and some surprise creatures on my side."

"Oooh, surprises!" The dragon twittered his fingers together in blunt mocking. "I love surprises!"

Eyes rolled. "I don't need you at this point in my plan – but once the Princesses and the current Element guardians have died or been corrupted like this one, I shall need assistance. The ponies will try war."

"You lost the last war you were in, if I recall. How-"

"Even if I don't kill all the other Element guardians tonight, if I kill the Princesses and drive the others away – I shall be able to restore my weakened powers greatly. My child has failed the powers I gave him. It's high time I retrieved them for myself again. No longer shall chaos mean cotton candy clouds."

The dragon pondered everything over for a while – then burst out laughing. "You, my old friend – You truly are a nasty piece of work! I like that. I'll have to talk to the others, but I'm pretty sure we'll all feel the way I do right now – and I think this whole thing is going to fail miserably, but I'm willing to join you just to see what happens if you actually pull it off this time. However – There is one condition."

"Go on."

The dragon licked his chops. "You bring me the corpse of the rainbow one."

"Deal. Actually, let me sweeten that: The young descendant of Lickety-Split I lives in Ponyville. I'll bring you her corpse as well. But the other, juicy ponies..." Lips smacked in hunger. "They're all mine."

The dragon extended his claw to the outstretched corrupted hoof. "I believe we have an accord."

* * *

The Royal Chariot was finally on its way. Twilight and her parents sat in front, whilst Spike and General Spur sat in the back. And though Twilight was calmer – and stuffed, from the wonderful breakfast – she couldn't help but feel a bit of her earlier panic setting back into her mind. She hadn't even been able to say goodbye to Princess Luna or Princess Celestia before she left, even though she knew she'd see them again not more than a mere few hours later. Yet still, she felt it rather improper to leave Canterlot without thanking her mentors. After all her training in the Royal formalities regarding traditional events, it simply seemed rather rude to her. Again, they wouldn't mind it at all – and they both had good reasons not to be awake. But Twilight couldn't help but feel that the lack of normal courtesies made the day feel... weird. She couldn't quite place how she actually felt, but somewhere between 'a smattering of trepidation' and 'just plain weird' certainly seemed to be the best descriptor at the moment. _Along with awkward_, she thought, glancing at her parents. They were one of the other factors in her mixed feelings – with the last source being her nervousness about breaking The Big News to her friends. They'd most likely be thrilled, but then, sometimes her friends were unpredictable.

Her father did not heed her honest face with silence. He calmly wrapped a loving hoof around his daughter as they gazed at the beautiful scenery passing by below. "Still got some butterflies, eh?" He smiled. "Don't worry, honey. I'll have you know Spike's been giving me lessons in proper eating now."

The young unicorn rolled her eyes. "It's not your eating style that I'm nervous about, Dad. Trust me – the Cakes are the ones who should be afraid if Pinkie takes you to SugarCube Corner – which she no doubt will do right after we land, because, well, that's what Pinkie does... No, it's – It's a lot of things."

"A lot of things I'm pretty sure you can handle." He nuzzled her neck gently. "Easily."

"Thanks, Dad. Though – You're not nervous about coming back to the place you grew up?"

"Huh? Oh ho, no, darling. No, no, no... Fact, I'm actually quite excited to be coming back to Ponyville. Our families left there when we were only 8. I can't wait to see what's changed in the place over time."

"Really? You're not nervous at all? Just excited?"

Her father rolled his head, mulling that. "Alright, well, you caught me – Yeah, I'm a little nervous, but then again, everypony's always going to be nervous. But with the future Princess by my side? I can't go wrong!" He chuckled, and rustled Twilight's mane with his hoof – once again to her great annoyance.

"DAAD!" whined Twilight, using her magic to quickly fix her mane. "Will you and Mom stop that?"

Her mother snickered. "We would, if it ever got old. But it's just one of those things that never does."

The purple pony grumbled while the chariot flew on.

When they finally reached Ponyville, the town was bustling. Carnival rides and game booths were set up all over the town square – but strangely, it appeared that little to no other progress had been made on the Festival's preparations. A few of the food stands had been set up – but there was no food on the Royal Table, the Mayor herself was putting decorations up on the Grand Pavilion – and the clouds were still littered in clumps throughout the sky. "Mayor, what's going on?" Twilight asked the moment she stepped off the chariot. "It looks like nothing's been done! The Summer Sun Celebration is tonight!"

"We're working on it as fast as we can, Miss Sparkle – but some more urgent matters have come up."

"TWILIGHT!"

The Mayor joined in looking at the unicorn's approaching friends. "Listen to them, Miss Sparkle. They know more about what's going on, better than I do. If you'll excuse me, I have decorations to put up."

Confusion reigned in Twilight's head while Applejack, Rarity, Pinkie Pie and Rainbow Dash strode up.

"Thank Celestia you're back, Twilight!" Applejack huffed. "We got all kinds of strange goin' on here!"

"What are you talking about, Appleja-" Twilight suddenly noticed the huge scar on the cowgirl pony's side. It looked as if a midsize dragon had attacked her friend. "Holy Luna! What happened to you?"

"What's going on? WHAT'S GOING ON? GUMMI'S STILL MISSING!" shrieked Pinkie, grabbing her magical friend and shaking her to get her desperation across.

It was just then that Twilight noticed Pinkie's mane was not its curly self. She gulped hard. "Oh, no." She held Pinkie against her, calmly letting the crying pink pony unbottle all of her emotions.

"WE SEARCHED FOR GUMMI ALL OVER PONYVILLE, ALL OVER TROTTINGHAM, WE SEARCHED HOOFINGTON THIS MORNING – BUT GUMMI'S STILL NOT ANYWHERE!"

"It ain't just Gummi, Twi. All our pets are missing. And now Fluttershy's missin' along with `em."

That perked Twilight's ears. She knew something else had been off since they'd landed in Ponyville. If Fluttershy really was missing, then they had a – slightly – valid excuse for the lack of prep progress.

"By the way, who are these folks with you, Twilight?" asked Rainbow. "Besides Spike, obviously."

"Oh! Yeah...Girls, these two are my parents, and the older one is–"

"General Spur!" Prince Blueblood came out of nowhere, bounding over to the General.

"Gunny Blueblood, my old boy!" laughed the General as the old friends embraced. "Perhaps this is not the best of times for a reunion, but still – it's good to see you, son! What are you doing here, anyways?"

"Well, I would be setting up my food stand for the Celebration right now, but I overheard that Miss Rarity's cat Opalescence was missing, and offered to help, in order to make up for last year's Gala."

"You know each other?" asked Twilight, looking at the General and Blueblood, surprised.

"Know each other?" Blueblood grinned. "Served under this crazy horse a thousand years ago, I did!"

Rarity would have spit something out, had she been drinking it. "You – You're a thousand years old?"

"1,025 years old, to be exact." Blueblood's tone and facial expression dropped dramatically. "Trying to forget what I saw during war... It was why I threw myself into Royal life. It wasn't until I met Miss Rarity that I realized how deeply I had buried the true me. I still can't thank you enough, milady."

"Are you done now? CAN WE FIND OUR FRIEND AND PETS?" sobbed Pinkie.

"Calm down, Pinkie..." Twilight patted her bawling friend's back. When Pinkie had settled down, she turned her focus to the others. "Okay, girls. One of you, tell me what's going on. From the beginning."

Rainbow Dash was the first to open her mouth. She told Twilight everything – how they'd discovered their pets missing, how they'd split up to search, how she, Applejack and Fluttershy had been attacked outside the Everfree Forest and how Fluttershy had stopped the creature and saved them both with the potion that knocked them into sleep. "And when we woke up this morning, she and Angel were gone!"

"That was Fluttershy's sonic boom yesterday, not you showing off, Dash?"

"Yeah... I've never seen her so mad. She almost looked like she actually _wanted_ to hurt that thing."

"Where do you think she went?"

"Twi, if we knew, we'd already be racin' after her," said Applejack with a slight grain of annoyance in her voice. "My best guess is back into the Everfree Forest, but she must've gone a ways around, `cause we searched it this morning as far was we could until we came to brambles nopony could get through."

"Stupid living plants wouldn't let me fly over," Dash grumbled. "Barely missed a thorn in the eye."

"Did you stop by Zecora's place and ask her? Sorry, but I'm just going over all the options."

"We did stop at Zecora's – but..." It dawned on Dash. "She wasn't there, either... Oh, hayseeds! We thought she was out gathering plants like she was yesterday... Didn't think about it being connected!"

"Oh, this just gets better and better!" Pinkie harrumphed.

"Well, we can't just stand here and talk about this all day!" Twilight's tone took on a solid, calm urgency. "Okay - Rarity, Blueblood, Pinkie, Mom, Dad – You all stay here. Help everypony get these decorations and food ready in time for the Celebration. And, I don't know – tell the Mayor to ask one of the Wonderbolts to clear the skies or something. Applejack, Rainbow Dash, General Spur – We'll go search Everfree again for as long as we can before the Celebration begins. Spike, you stay here and help, too. You can tell Princess Celestia where we are if we're not back in time. Got it, everypony?"

Rarity nodded. "I'm fine with that. I'd rather not like to ever step foot in that dreadful Forest again!"

"NO!" Pinkie Pie stomped her hooves defiantly. "If you're going to Everfree to find Gummi, then I'm coming with you! I'm not scared of anything in there! You don't have to try and protect me, Twilight!"

Rainbow Dash stepped in just as Twilight was about to protest. "No, Twilight – Let her go with you. I'll stay here and clear the clouds. I've had enough of that bucking forest for the moment, anyways..."

Applejack raised an eyebrow. "Thought you said it didn't scare you at all anymore."

"Yeah, well, that was before a werebunny came bounding out of the place and nearly turned you and I into nice, big fat strips of sliced pony meat! And those noises this morning..." Dash shuddered again.

"Alright, ALRIGHT! Can we just go try and find Gummi already? And Fluttershy?" asked Pinkie.

"Yeah," Twilight sighed, starting on the path towards Fluttershy's house and the Everfree Forest. "Let's go, girls. Uh, and General...Sorry." She blushed in slight embarrassment as the General followed them.

General Spur smiled. "Child, don't you worry about being embarrassed. You're the leader here, not me."

"Do be careful, dear!" Twilight's mother called out just as the search party disappeared down the road. She and Twilight's father turned to Rarity. "Now, Miss Rarity, how can we help out around here?"

Their red eyes burned. The fangs dripped with saliva. The growls grew hungrier as their master neared.

* * *

The wings landed with authority. The menacing smile made them even more hungry and agitated.

"It is almost time, my dears. I just need to make a few more preparations. Keep your patience just a little while longer, and I assure, you will be able to staunch your hunger many times over tonight."

The wings unfurled. "I will let you know as soon as it time. Trust me, it will be sooner than you think."

They nodded in obedience. Their master was satisfied with this acknowledgment, and flew off.

* * *

It wasn't until they had set foot in the Everfree Forest again that Twilight remembered why the place spooked her so much. The group hadn't even gone as far as Zecora's hut, and already a small chill was beginning to creep down her tail, snake along her spine, and settle itself right down into her bones. She stopped and pivoted to face her company. "Okay, the Summer Sun Celebration is at midnight exactly. We have –" Her horn glowed – nothing. "Oh, hayseed! We left so fast I forgot about saddlebags!"

"It's exactly 1200," chipped in General Spur, though it came out in a nearly intelligible jumble of mashed words, thanks in part to the watch he happened to have clamped between his teeth. The General put the watch back in his bag. Twilight blinked. "Unspoken rule of the Equestrian Military, Twilight. Never, ever forget your saddlebag." He chuckled. "Still some things you need to learn, young one."

"Uh... Thanks, General," blushed Twilight. "I'll definitely make a note of that. Alright, so it's noon on the dot. That means if we we want to have enough time to be able to turn around and get back to Ponyville to see the sun raising, we have six hours to search this forest as far and wide as we can–"

"No, no, NO!" protested Pinkie. "No! We've got to stay out here as long as we can until we find them!"

"Pinkie, nopony more than me right now – well, besides you, probably – wants to do that," Twilight responded. "But it's just not practical. The last two times I've been in the forest at night, I was turned to stone and ran for my life from an enraged dragon! No matter how much I want to find Fluttershy and our pets, I am not willing to put all of us in that kind of danger! I don't want any more friends to be missing! Seriously – Do you really want to stay out here at night?" the purple unicorn asked her friend.

Pinkie authoritatively sat down firmly on her haunches, crossing her arms angrily. "I just might!"

Twilight sighed, magically lifting the stubborn pink pony. "Well then, I might just drag you with us."

"Hey!"

"Come on, Pinkie. Twilight's right." sighed Applejack. "Let's just get this search over with already."

"'Let's just get this search over with already'? You sound like you don't wanna be out here at all! Maybe – Maybe truthfully, you really just don't care if we find our pets or those we care about!" Even in her disheveled state of mind, Pinkie realized that last sentence may have gone too far. She gulped hard.

Applejack's eye twitched, in a way that told Twilight and General Spur that backing up was probably for the best. The orange pony whirled on Pinkie and got right up in her face, glaring. "Pinkie, out of all of us, you and I have lived in Ponyville the longest. And more than anypony else, you should know exactly how I feel about _GIVIN' UP ON A SEARCH!"_ she exploded, in a rage that surprised Twilight.

Pinkie blanched. Her ears drooped even further than they already were. The last thing she'd wanted to be reminded of was Applejack's year-long hunt for her parents, which did not end well. Young Pinkie had comforted the distraught farm filly for weeks afterwards. "I – I'm sorry, Applejack..." she sniffed.

Applejack closed her eyes and calmed herself, though she couldn't stop the tears. "It's okay, Pinkie. You're not yourself right now. I understand. Just... Please, don't ever bucking accuse me of that again."

"I'm serious, Applejack. I'm really, really sorry. I swear, I haven't gone crazy this time, but it's easy to see why you would think I have gone crazy again – I mean, the last time my mane looked this, I _was_ talking to a pile of rocks and a bag of flour... But that's not why I've been so hysterical. Gummi isn't just a companion I have to help me balance my sanity, though he certainly helps keep my emotions all happy. It's more that... Well, Gummi was a gift from my parents when I was a little foal. And even though I cheered my family up when I discovered my talent for parties, Mommy and Daddy really didn't like it when I told them I was gonna leave the rock farm. I mean REALLY didn't like it. It's the reason why I've never gone back home since I moved here. I don't know if I'd be welcomed back if I did. Gummi's the only connection to my family I have left. I really, REALLY don't want to lose that!"

Applejack was practically drowning in a river of tears. As soon as Twilight released her magical hold, the orange pony was upon the pink pony with a big, warm hug. "And hopefully you won't, Pinkie," she sniffed. "Hopefully you won't. But I'm also being serious. Our family's lived next to this creepy place for a good, long time. I may not be anywhere near as scared of it in the morning as I used to be – but while I was looking for Ma and Pa, I learned rather quickly that absolutely nopony is safe in here after Princess Luna's done raised the moon up high. I hate that it means we gotta abandon our friends in the place to save our own hides – but honestly, if I wanted to hear that one of my friends was lost in the Everfree Forest, I'd wanna hear that it was Fluttershy. She may be a scaredy-pony, but she knows animals like the back of her hoof. She saved me from one of these forest creatures yesterday, and she saved my lil' sister from another a year ago or so. If anypony can survive a night in here, it's her. And who knows? Maybe she already found all of our pets, and is protecting them as we speak right now."

Pinkie's mane didn't poof back into curls, but her ears perked up and her frown softened. "You think?"

"I ain't gonna say definitely, `cause I was convinced Ma and Pa were definitely alive when they weren't – but I ain't gone and searched for Winona the last three days because I've given up on the girl now."

Twilight suddenly surprised the both of them by hugging them tightly. She gave them the gentle smile of a caring friend. "We're letting this place get to us, girls. How about we go find our friend and pets already? Now, Applejack, which direction did you and Dash go when you searched here this morning?"

Applejack broke from the hug, wiping away the rest of her tears. "Straight ahead," she pointed. "Right down the path. Funny... Coulda' swore we saw some hoofprints when we came up this way earlier."

Twilight was the first to resume her trot down the path. "You said ran into a dead end, right?"

"Eeyup. Big as hay brambles. Thicker than the batch you ran through when you and Owloysius saved Spike. And cloppin' living vines at that. I'm just glad they were the vegetarian variety of living plants."

Twilight nodded. "Alright, then. I know this main path breaks right and left just after Zecora's hut. We can go down one direction today, then take the other direction tomorrow if we don't find anything."

"I suggest we go left." Everypony turned to look at General Spur. "What? I'm just expressing my opinion on the matter, is all. I'm still here, ya' know. Besides, it's the wider path, if I recall my hazing."

"Well, the General's right about that," nodded Applejack as they all continued onwards. "It is the wider path. Not by much, but anything dangerous that jumps out at us is gonna have to jump a distance."

"Pinkie?" asked the purple mare.

Pinkie shrugged. "I don't care which way. I just wanna find Gummi so I don't feel like this anymore."

"Then it's settled." Twilight looked forward. "When we get to the split, we'll go left. C'mon, girls!"

The other ponies nodded in agreement, and followed their leader deeper into the depths of the forest.

* * *

"Alright, team. One. Two. Three! Lift!" On the command from Rarity, Sweetie Bell and a few of her young unicorn friends – Dinky Doo, Snips and Snails – helped the older unicorn magically raise the banner into place on the upper balcony guardrail of the Grand Pavilion. As Dinky's pegasus mother Ditzy Doo held the banner in place, Spike – who was already waiting on the balcony – picked the nails out of his scaly back and hammered them in with his tail, one by one. In little to no time at all, the rather large sign was securely in place. "And there we go!" exclaimed the fashion pony, stepping back and admiring the sign. It was perfectly in order. "Thank you all so much for helping me with this!"

"Not a problem, Miss Rarity!" Snails bowed politely. "Do you need our help with anything else?"

"Not with anything like this at the moment, Snails, but thank you for the kind offer."

"Cool. Hey, Snips, look – An old-school Appleloosa train!" The two colts bounded off in excitement.

Carrying Spike, Ditzy Doo flew down from the Pavilion balcony and set the young dragon on the ground. "There you go, Mr. Spike!" She extended her hoof out to Dinky. "Come on, little Muffin! For making Mommy so proud by helping Miss Rarity, I'm gonna take you on that spinny ride I wouldn't let you go on last year! You think Mommy's eyes look funny now? Just wait `til she's all dizzy from that!"

Dinky giggled as they departed. Rarity watched them leave for a moment, then nuzzled her little sister's neck lovingly. Sweetie Belle answered with a hug. "Thank you, too, Sweetie Belle. And you, Spike."

Spike blushed. "Aw, it was nothin'."

A thought suddenly cropped into Rarity's head. "Say, Spike – Why did Twilight say you could tell Princess Celestia where they were if they aren't back in time? Couldn't you just send a letter to her?"

Spike sighed. "Not at the moment. Celestia's resting big time, saving all her energy for the sun raising tonight. It's the only time out of the entire year that she won't take any letters. And she never wakes up from one of those until a few minutes before she has to be at the Celebration. I'd send one to Princess Luna, but she's asleep right now. And she was so tired, she didn't even get up to see us leave Canterlot."

"Ah. I see. Well, still, thank you very much for helping. We might actually get all the decorations up in time!" Rarity looked up and gazed across the crowded city square, but could not find whatever she was looking for. "Oh, horseflies. Now where on oats did Twilight's parents disappear to this time around?"

"Hm? They went to help Prince Blueblood help the caterers set up their stands and finish making all the meals," said Sweetie Belle, pointing. "See? They're over there with Applejack's family at the moment."

Indeed, the two elder unicorns were at the moment magically unfolding the food stand belonging to Ponyville's other farmer, Carrot Top – whilst back at the already set up Sweet Apple Acres stand, Prince Blueblood and Applejack's older brother Big Macintosh were in the middle of laughing at something.

"Blueblood..." Spike crossed his arms and _hrmphed._

"Aw, is Spike jealous?" Sweetie Belle teased with a sly grin.

"What? No, I – Actually, yeah...I am."

"Oh, Spike." Rarity swept the dragon up in her hooves and gave him a good hug, along with a kiss on the cheek. "I know how you feel about me. And quite honestly, I think you'd be the perfect one for me. I truly mean that. But there's just two problems. One, you're just a baby dragon – and, well... You're a-"

"Yeah, I know..." Spike sighed. "I'm a dragon. You're a pony. But honestly, Rarity – while I am jealous of him, I know you're happy with him. And if you're happy with him, then I'm okay with him. Really."

"Spike... You are such a sweetheart. I hope your crush doesn't spoil your dating life when you're older. There's bound to be a gorgeous dragon lady who's just as perfect and lovely for you as you think I am. And, to be quite honest, as much as he clearly has changed, I'm not completely sold on Blueblood yet."

_That_ made Spike perk up a bit.

Suddenly, one colt in a group of young foals – fillies and colts – tugged lightly on the white unicorn's tail. "Miss Rarity! Miss Rarity! Can we help you raise the next banner up, please oh please oh please?"

Rarity recognized none of the children. "I'm afraid we've already raised all the banners today, young ones." They drooped their heads sadly. Rarity snickered to herself. She could already tell that the kids were seasoned pros at emotional manipulation. She decided to play along with them. "But there still are a few decorations left to put up. You can help us with those if you would like. I am going to need your parents' consent, though. Can't be running around here without your parents knowing where you are."

The foals looked shocked. "Um...We don't have any parents," one piped up.

"Huh?" Either they were good actors, or they were being sincere. It certainly sounded sincere to Rarity.

The tiniest filly pawed the ground sadly. "We're orphans. From Hoofington. We're on a field trip today."

"Field trip? Well, then, who did you come wi-"

"There you are, children!" called out a voice. One that immediately made Rarity look up in surprise as its owner strode up: A sky-blue unicorn with a white mane, and sporting a cutie mark of a magic wand.

"YOU?" stammered the fashion pony as Trixie galloped towards the children. It was so strange. Admittedly, Rarity knew about carrying one's self with an ego, and the last time Trixie had been in town, she positively reeked of ego in her gait. It was sickening even to Rarity's sensibilities. But as the blue pony breathlessly slowed to a trot, Rarity immediately noticed that her steps carried almost no hint of the showboating magician whose bragging had led to an accidental unleashing of an Ursa Minor upon Ponyville. The fashion pony watched in curious fascination as Trixie warmly embraced the foals.

"Don't you ever run off like that again without telling me where you're going first! I was so worried!"

"Sorry, Miss Trixie!" one of the little fillies apologized. "We meant to tell you, but we got so excited!"

"It's alright, Red Tail – just, please, next time, remember to tell me. This is a big place for a little foal." Trixie then noticed she was being watched by eyes not belonging to the foals. She straightened up and looked up at Rarity. She graced the fashion pony with a very polite bow of greeting. "Afternoon, Miss Rarity. I do hope these young scoundrels aren't giving you very much trouble. They can be a hoofful."

Spike had to pick Rarity's jaw off the ground – after he'd recovered and picked his own jaw up first.

"...Why are ya' lookin' at Miss Trixie like that?" asked Red Tail upon seeing the other pony's shock.

"I – I'm sorry, little dear," spat out the white unicorn upon finally regaining her voice. "Pardon me if my reaction came across as rude. I just – She's the last pony I expected to be your guardian, is all."

"Why?"

Trixie smiled warmly at the children. "Oh, don't pester her with questions, sweetie. You remember the story I told you about how Miss Trixie used to be an arrogant braggart and was humiliated?" Some of the children nodded, while others looked like they couldn't remember what their guardian was talking about. "Well, this was the town it happened to her in. I don't think they know I run an orphanage now."

"Or – Orphanage?" Rarity blinked. "But I was just in Hoofington. I didn't see any orphanage."

"Actually, you did, milady," said Prince Blueblood, approaching with Apple Bloom, Big Macintosh, Granny Smith and Twilight's parents behind him. A sly, teasing grin formed on his face. "If I recall, your exact words to me were 'That stuffy, dusty old building? _You_ search in there. _I_ will stay out here.'"

"Eh heh heh..." Rarity blushed. "Well, if you would've told me that building was the orphanage–"

"–You still wouldn't have gone in there, Sis."

"_Quiet, Sweetie Belle..."_ hissed the white unicorn through gritted teeth, eliciting giggles from the foals.

"Prince Blueblood!" A golden colt foal leaped up and nearly sent the stallion tumbling end over end with what could only be described as a death hug. "I missed you when you ran through this morning!"

Blueblood smiled. "Hey there, Sunshine. Look how much you've grown!"

"You said you'd adopt us!" the colt whined – drawing a sheepish smirk from Blueblood.

The stallion chuckled through his own blushing cheeks. "So I did. But unless you wanna live in the mud with the pigs on my farm, I'm waiting until I can afford to build an addition onto my house."

"But you're a Prince! Can't you just get some bits from Princess Celestia and use it to pay for that?"

"Oh, you're a smart one, Sunshine." Blueblood carefully picked the little colt off of him and set the child back down with the rest of the orphan foals. But that's something I just don't want to do now."

"Why?"

Blueblood sighed. "I wasted Royal money for almost a thousand years. I've changed so much in just a year. I've made good money on my own in Hoofington, but I've only made enough to afford the two-room house I have now. I need to save enough money to afford four more rooms to hold all of you."

Sunshine frowned. "But how long will that take?"

The stallion nuzzled the upset colt. "Hopefully, the end of the year. I made a promise, big guy. I may have broken a lot of promises I made in the past – but my promise to all of you is one I intend to keep."

"Did you find Miss Rarity's cat?" asked a sea-green filly. "The one you looked for this morning?"

"No, not yet, Beach Star. But some of Miss Rarity's friends – who are also missing their own pets – are out there right now searching for Opalescence, while Miss Rarity and I are staying here to help all the other ponies around here make sure Ponyville is fully prepared for Princess Celestia's visit tonight."

Rarity's eyebrow raised at the Prince's lack of mentioning the disappearance of Fluttershy – but upon consideration, she realized that was probably for the best. Even most of the ponies in Hoofington knew who Fluttershy was. To worry the children by letting them know she was missing too, was a bit much.

"And since they're helping Ponyville get ready, we shouldn't bother them with any more questions and let them get back to work," Trixie cut in. The foals groaned. "Oh, you know that won't work with me. Come on!" She turned to Rarity and bowed again. "If we don't meet again soon, Miss Rarity, please tell Twilight Sparkle that I deeply apologize for my actions last year. I hope you have it in you to forgive."

Before Rarity had the chance to blurt out an "I–," the blue pony had herded the children elsewhere. The white pony was left with her head positively spinning. First Opal, then Blueblood – and now Trixie...

"It's like I told Twilight earlier today." The voice of Twilight's mother so close made Rarity jump in surprise. "You and your friends have influenced so many ponies with what you've done recently. Trixie's another example. Even though she had to fall a bit by being shown up in her magical abilities, she eventually realized she could create magic through another method: Making children happy."

Blueblood strolled up to Rarity's side. "It's not just children she's made happy, though, milady. She's one of the most generous souls in Hoofington now. Everyone loves Miss Trixie over there now. She helps deliver meals to the old ponies around town along with running the orphanage, for one of the other numerous things she does. Hay, she even still does some magic shows every now and then. Fact, I hear that's how she started her change. Heard she was wandering the path after being humiliated by Miss Sparkle, crying her eyes out – and then some mare traveling to Hoofington saw her cutie mark and asked her if she'd be willing to do a show for some terminally ill foals in Hoofington Hospital."

"I could see the heart under those tears and ego," smiled Twilight's mother. "Let me tell you – there is nothing more humblingly addictive than seeing the face of a young child light up in pure happiness."

"You okay, Sis?" Sweetie Belle tilted her head at Rarity. "You look like you're about to throw up."

Rarity held her head with her hooves. "I just might... This is all so sudden and surreal right now..."

"Huh? What do you mean, Rarity?" asked Sweetie, becoming a little bit concerned about her sister.

Rarity ignored her. "Miss Trixie, wait!" she called out, lightly racing after the blue pony. "Wait!"

Blueblood started after her, but Twilight's mother stopped him. "Wait and see, Blueblood."

Trixie and the foals looked up upon hearing her name. "Hmm? Oh! What is it, Miss Rarity?"

Rarity smiled. "How would the kids feel about helping us to put up the last of the decorations?"

The foals cheered. Trixie gave a warm smile of gratification. "I think they would like it very much."

* * *

The screams had stopped. Now the only sound coming from Zecora was hideously pained breathing. The armoured hooves stomped viciously, crushing part of the battered zebra's back. There was no response. Zecora just watched as part of her body crumbled in front of her eyes. One of the cockatrices lunged, its red eyes open and ready to finish the job. "NO!" The armoured hoof blocked the advance. "No. You've done enough here, my friends. Let the timberwolves have their fun for now. The annoyed cockatrice grumbled, but eventually stood down. "Good. This one will not bother us any more. I need you and your friends' help in my main plan. The crimson red eyes looked directly at the salivating timberwolves. "Chase her. Have some fun, for once. She's only got two good legs now, anyways."

Zecora spat. "For only having two good legs, you'd be surprised at how fast I can find my friends."

The bladed wing flashed against her head, drawing a slash of blood. "Quiet now." The fanged teeth ground against each other briefly. "Have some fun – but do not let her escape from the forest."

The armoured hooves turned around. "Come now, my cockatrice friends. The time is nearly upon us."

* * *

Rainbow Dash sat high on a cloud above Ponyville. It had been nearly five hours, and she had done nothing but watch the scene down below. Rarity, Sweetie Belle and a bunch of foals she didn't recognize tagging behind a pony – whom Dash swore she recognized, but simply couldn't place – were putting up the rest of the decorations. Blueblood, Twilight's parents and the Apple family had stopped talking to Rarity, returning to helping the other caterer ponies set up their display booths. And–

"Rainbow Dash?"

Dash looked into the eyes of a shock yellow pony with orange hair. It took her a second to realize one of her idols was hovering in front of her. "Oh. Hey, Spitfire," she sighed, to the Wonderbolt's surprise.

"That's it? No 'Omigosh Omigosh Omigosh'? How strange."

Rainbow rolled over and sighed. "Yeah, I'm kind of not in the mood for that right now."

"Huh? But you always freak out when you meet us. That's your thing, isn't it?"

"Right now, my thing is I want some time alone to myself."

Spitfire tilted her head quizzically. "You don't seem to be the quiet, introspective type."

"Yeah, I know. Weird, huh? You should have talked to me before my friend and Tank went missing."

"You're missing a tank?" The Wonderbolt cocked an eyebrow.

"What? No, no. Tank is a tortoise. He's my pet. And I just discovered he was missing this morning. That's on top of my other friends' pets missing for a couple of days, a giant Everfree monster knocking me out and injuring Applejack, and the both of us waking up this morning to find Fluttershy gone, too."

"Your yellow pegasus friend who loves animals is missing? Do you need any more help searching for her? Hey, girl – just say the word and the Wonderbolts will be there to help you find her in a jiffy."

"Thanks. I'll keep that offer in mind. Twilight and a couple others are looking for her in the Everfree forest right now. I had to take a break from that place. All of this is just..." Her voice simply trailed off.

"Oh ho – The great Rainbow Dash of Ponyville can't handle the pressure? Is that why the clouds aren't cleared from the sky yet? `Cause it's been 6 hours since you told the Mayor that you would get to it."

"It's kind of why. But I can still clear them in 10 seconds flat, so it's no big deal. I've got 6 more hours. Trust me – all these clouds will be gone by the time Princess Celestia arrives in Ponyville. You'll see."

"Ten seconds flat? Pfft. Amateur." The Wonderbolt grinned – and in only five seconds, all the clouds except the one Dash was sulking on were no longer hanging in the sky. Spitfire posed in victory. "Ha!"

Dash stared. "Whoa..."

Spitfire crossed her arms triumphantly. "If you think that was cool, you should've seen my older sister."

Dash's ears dropped instantly, and her face fell deeper. "I – I did..."

"...come again?" asked the surprise stunt pegasus.

Rainbow rolled back on her chest and planted her chin on the cloud solemnly. "I was there... That day." She couldn't believe it. In less than 48 hours, she had been reminded of the worst day in her life twice.

It took a moment of connecting the dots before Spitfire slowly realized what her rainbow-maned fan was going on about. She gasped. "You were that foal they talked about in all the newspaper articles..."

"Yeah. She was looking right at me when it finally happened, too." Rainbow hung her head. She didn't want to go over the details of the scene again – but for some reason, she couldn't stop from telling the tale. Perhaps because she felt she needed to tell it to Snowfire's little sister... She didn't know for sure.

Tears were starting to well up Spitfire's eyes. "Did – Did she say anything before she went?"

"No." Dash looked up with a somber face. "But she did smile at me – GAH! Hey! What?" she gasped as Spitfire suddenly embraced her. The Wonderbolt was so misty-eyed she was on the verge of bawling.

"Thank you, Dash. I – I wasn't there when Snowfire died. Now I know she did so as peacefully as possible. I'm sorry you had to see it, but thanks. Honestly, I cannot thank you enough for telling me that. I looked up to her so much. She was probably the coolest big sister that anypony has ever had."

"Uh... You're welcome." Dash smiled. For some reason she was finding it comforting, talking about the subject she'd always tried so hard to forget. It was probably because it took her mind off the present. She looked at the Wonderbolt – who was still clinging to her. "You know – You can let go of me now."

"Oh!" Spitfire let go of the blue pegasus, wiping away her tears as she collected herself. "Sorry... Not every day your biggest idol hugs you, is it?"she asked, her face flustered with embarrassment before it drained back into one of retrospection. "So, Dash... Was seeing my sister die why you saved our lives at the Young Flyer Competition? Because Soarin', Fleetfoot and I want to say thank you for that, too."

Dash sighed. She normally hated all this contemplative conversing, but now she actually wanted to keep talking. She hadn't even thought about the potential impact Snowfire's death had had on that day. "That played a part, I guess. But most of all, I was really concerned about saving Rarity that day. I don't recall thinking about Snowfire when I dove down that time. I just saw a friend falling out of the sky."

"You are quite loyal to your friends," the Wonderbolt remarked. "I admire that."

"Pssh! Well, duh! I wouldn't be the holder of the Element of Loyalty if I wasn't!" Dash chuckled.

"There's the Rainbow Dash I've run into in the past." Spitfire smirked. "Knew she'd appear eventually."

Dash just sighed worriedly. "Yeah, well, I wish Fluttershy and Tank would appear eventually. "

"Hey, hey... Don't you be the one to cry on me now. Not that there's anything wrong with crying... Your friend will show up. Just you wait and see. C'mon, girl. Don't be so down before the Celebration."

Rainbow sighed some more. "I hope you're right, Spitfire. I really do. Thanks for the talk, anyways. I normally hate this "sit down and talk about your feelings" hay, but maybe I did need to talk today."

"You're welcome. And thank you, too. For telling me about Snowfire. For saving us at Young Fliers – and for saving our world twice with your friends. Celestia asks us to play superponies and save lives every so often, but none of that compares to what the Element guardians have done for Equestria."

"Aw, please..." Dash brushed the comment off. "You're making me blush now."

Oh yeah – and before I go..." She suddenly kicked the cloud out from under Rainbow's body.

"Hey!" barked Dash, throwing out her wings and hovering. "What'd you do that for?"

Spitfire snickered. "Now the sky is completely clear of clouds. Your job has been done for you, girl."

Dash just crossed her hooves and grumbled while the Wonderbolt sped away laughing. "...Showoff."

* * *

They were so deep in the forest, Applejack was stunned none of them had gone crazy yet. The sunlight was long gone thanks to the thick groves of trees. It had taken the search party the better of two hours before they'd even realized they couldn't see the sky at all anymore, and that the only light reaching the ground now was from the reflective eyes of the creatures watching them high above in the forest canopy. It was extremely unsettling, even for a pony like her who had braved Everfree more times than she could count. The shiver in her bones she had been able to hide for the better part of the entire hike so far was starting to become physically visible. But for the most part, right now she just wanted to rest.

Twilight glanced over at her friends, and saw that they looked like they'd had enough for the moment. The purple unicorn stopped, glad to not be moving. It wasn't that she was tired – the endurance training in Canterlot had taken care of that. She was just sore. "Okay, hold on. General Spur, what time is it?"

Barely looking exhausted or sore, General Spur sank to the ground and pulled out his watch. "1735."

"So it's evening, then... Okay, everypony, who wants to rest for ten minutes?"

"Twi, I think we all wanted to rest ten hours ago," complained a relieved Applejack as she finally sat on her haunches. "And I hate to say it, but I don't think we'll be findin' Fluttershy or our pets on this path."

"Yeah..." Pinkie sniffled sadly, plopping down flat on the dirt. "I don't think Gummi's out this way at all..." A few seconds later, she burst into tears, sobbing her eyes out. In a flash, both Twilight and Applejack were there at her side, enveloping her in a tight, comforting hug. "I miss them so much!" she wailed. "I know how it hasn't been very long since they went missing, but I want them back NOW!"

"I know, sugar... I know..." Applejack sniffed away a few tears herself. "I miss `em, too. Hopefully tomorrow we'll find `em. Now you just get yourself rested up before we turn around and head back–"

She didn't get to finish the question because Pinkie's body suddenly bucked violently in every direction, hurling her and Twilight off it and sending them crashing into tree trunks on opposite sides of the path.

Spur leaped to his feet, poised and ready to attack. "What's going on? Is she possessed?"

Twilight peeled herself off the tree trunk. "No! Do not attack her, General! It's just her Pinkie Sense!"

"I ain't never seen it go off like this, though..." said Applejack worriedly.

Pinkie's body continued convulsing. A twitchy tail, twitchy ears, a back twitch, a front twitch, a side twitch, front knees knocking, back knees knocking, a neck twitch up, a neck twitch down – the Pinkie Sense spasms just did not seem to want to stop. Twilight and Applejack looked at each other, scared.

When it all stopped after five minutes, Pinkie held her head with her hooves to combat the dizziness, visibly terrified at what had happened. "IS IT DONE? IS IT OVER? IS–" Before she finished, her body shook again – this time so fiercely, it dug a hole twice as deep as the pony was tall. Then... It was over.

Applejack's nerves finally went ice cold. "What. The Hay. Was That?"

The shocked party pony gasped. "Oh no! Oh no oh no oh no! This is gonna be a bad doozy! A big, BIG, _BIG, __**BIG, **__**BIG**__**BAD**_doozy! And it's going to happen in–" She gasped again. _**"PONYVILLE!"**_

"_**WAIT, PINKIE!"**_ cried Twilight as Pinkie bolted back up the path with a speed that was shocking.

"NO TIME! NO TIME!" shrieked the pink pony, almost too far away already for them to hear her. "THIS IS GONNA BE SUPER, DUPER **DUPER **_**BAD!**_ Gotta get back there! Gotta get back there!"

Twilight was the first to start running. "WHAT ARE YOU WAITING FOR, GIRLS? COME ON!"

"Oh, for pete's sake!" grumbled Applejack, picking herself up and giving chase, General Spur right beside her. "I swear to Luna, if I miss the sun raising because I pass out after runnin' for six hours..."

"She's got the spirit." General Spur smiled, his eyes on Twilight. "No wonder Celestia chose her."

"Chose her?" asked the confused farm pony. "Chose her for what, exactly?"

"Something that's better off explained to you by her. Better that you concentrate on keeping this pace, unless Pinkie slows. Climb on my back if you can't keep up. I could cheat with my wings, you know."

Applejack looked at him for a second – then resumed her forward gaze, grinning. "Nah. I got this."

Nearly six hours later, they had escaped the creepy watching eyes of the forest creatures and returned to the thin spread of trees – only for the sky to be dark, and their visual on Twilight and Pinkie no more. Applejack stopped. "Hold up, General... Hoo... Haven't done a cattle drive run like that in a long time."

"Hayseed... Lost `em both." General Spur was panting a little bit as he tried to pinpoint where to go.

An eerie glow broke from the clearing ahead. The ponies stiffened, poised to defend themselves. But a moment later, Twilight walked into view. "Lost her... Too fast. How can she still be running like that?"

"Twi, we can barely keep up with her when she's normal." Applejack patted her friend on the back in consolation. "You did your best. At least we know she's headed to Ponyville. Let's just keep going."

* * *

The growls were even hungrier when their master touched down in front of them.

The red eyes burned fiercer. The saliva dripped faster, pooling below. Their restlessness was apparent.

They were truly hungry. Their master's lips curled sinisterly.

"Now it is time, my dears."

* * *

In the Royal Castle of Canterlot–

Princess Celestia's eyes opened.

**END CHAPTER THREE**


	4. Chap 04: Solis Occasus, Kuun Lasku

**Night of the Shy (Revamp)**

by Raefire

* * *

**CHAPTER FOUR: SOLIS OCCASUS, KUUN LASKU**

"Rarity! RARITY!" Pinkie Pie came charging into the Grand Pavilion, unapologetically knocking ponies aside as she barreled into the startled fashion pony. "We've got to stop the Celebration!"

"Pinkie, what are you–"

"I had a super, duper long series of every kind of Pinkie Sense twitch imaginable for like five minutes!"

"Pinkie–"

"I ran for six hours all the way back here! A really big, really bad doozy's gonna happen here!"

"Pinkie–"

"I just know it! We've got to stop the Celebration! We've got to–"

"_**PINKIE!"**_ hollered Rarity, stopping the frantic, frazzled pink pony in the middle of her rant. She felt true worry at the state of her friend. Pinkie's mane was seriously unkempt, fraying all over the place, with clumps of ragged hairs sticking up everywhere. Bags were carved deep and dark under her eyes. "Goodness, Pinkie! You're an absolute mess! Look at your mane, darling! When was the last time you got some sleep, dear? You look like Twilight during that whole 'Magic Kindergarten' debacle of hers!"

"That doesn't matter right now!" Pinkie squealed. "What matters is we've got to stop–"

"What's going on here?" asked Trixie. "The kids are getting absolutely terrified!"

Pinkie's jaw dropped at the appearance of the magician pony. "AND WHAT IS _SHE_ DOING HERE?"

"Hmmph! Right now Trixie is trying to calm a whole group of scared orphan foals! And she would find it much easier if some crazy pony would stop yelling at the top of her lungs about imminent doom!"

Rarity took Pinkie's hooves as her disheveled friend stared in shock. "It's true, Pinkie. Trixie's reformed herself, just like Blueblood. Twilight's mother helped her. She runs an orphanage in Hoofington now."

The party pony slumped down onto her rump. "That - That's a big doozy, all right... But it isn't bad..."

"Pinkie..." Rarity hugged her friend, her voice laced with deep care and worry. "You're getting far too caught up in all this. You said you ran for six hours straight to get here? Good Luna, you must be dead tired now! You're already so worked up about Gummi... Please, take my advice: Skip the sun-raising tonight. You've seen it before. You need some rest right now. Please?" the white unicorn begged.

"I – I'm sorry, Rarity." Pinkie felt genuine embarrassment as she looked up to face the Pavilion full of ponies. "I'm sorry for scaring everypony here. I guess I overreacted to my Pinkie Sense." She took her mane in her hoof and looked at it, surprised at the horrible condition it was in. "Oh, wow..." Her eyes went back to the smiling Rarity. "I – I think I will take your suggestion, Rarity. I'm gonna go sleep."

"We'll be here when you wake up, darling." Rarity smiled. "You know we won't ever abandon you."

Pinkie sniffed back a tear – and smiled, much to Rarity's relief. "Yeah, I know. See you tomorrow."

"Goodnight, Pinkie. Sleep as long as you need to." Rarity waved as her friend walked away. Truth be told, she wasn't all relieved at the moment. What Pinkie had described sounded far more serious than just surprise at seeing Trixie again. But, then again, the last time Pinkie's sense had gone all crazy, the "big doozy" had turned out to just be Twilight accepting that there was no rational reasoning for it. However, she wasn't about to let that go without doing something. She ran towards the Mayor. "Mayor? I think we might need to take Pinkie's concerns into consideration. Maybe just a little extra security?"

* * *

A few minutes later, Pinkie arrived at SugarCube Corner. She walked in and sighed at the emptiness of the main showroom. "Oh... Maybe I am losing it again..." she muttered to herself, begrudgingly starting up the stairs to her room. None of her days had seemed to go well lately. Gummi was gone, now Fluttershy... She was tearing herself apart over things she knew she had little to no actual control over.

The saddened pony flopped on her bed. "Oh, Gummi... Could these last few days have gone any worse? It's so bad I'm even getting my Pinkie Sense wrong. No day will go right for me anytime soo–"

Her mouth seemed to careen to a halt. She slowly looked over her shoulder...

...where a small alligator was sitting on the bed.

_**"****GUMMI!**__**"**_ Pinkie's mane exploded back into its normal curliness. "Oh, Gummi, Gummi, Gummi Gummi! You're back! You're back!" She swiftly picked up the gator and spun around the room in pure, unadulterated joy. "Oh, this is the best, most awesomest, most unexpectedly super duper biggest doozy of them all! I knew you didn't run away from me! I knew you'd be back! I just knew it, you silly gator!"

She stared at her pet for a moment. Something was off. It took a second for her to catch what it was: Gummi was bigger. Not much bigger than he had been before, but enough to be noticeably different. "Hey! Look at that! You had a growth spurt! Boy, you got big! You need to stop eating those sweets!"

Gummi growled.

Gummi never growled.

Immediately, the hair on the back of Pinkie's neck stood up as stiff as dragon scales. All of the fear she had just dismissed mere minutes ago in the Grand Pavilion slowly crept back into her mind, causing her to put the alligator down on the bed and back up towards the bedroom door as he continued to growl menacingly. She began to ponder that perhaps she hadn't misinterpreted her Pinkie Sense after all.

Something else was happening slowly, too. It took a moment for it to register, but all the remaining joy Pinkie had felt seconds ago was sucked completely out of her once she realized: Gummi wasn't just slightly bigger than he had been before. No, Gummi was actually _growing larger_ as she watched. She slowly opened the door while he grew, soon reaching the same length as the bed he was standing on.

"Gummi?"

Still growling, the alligator looked straight at her.

With eyes the party pony just noticed were glowing red.

"...Gummi?"

Gummi opened his mouth – and Pinkie watched in horror as sharp, pointy teeth slowly slid into place.

"G-G-G-G-Gummi?"

* * *

The citizens of the the town had stopped running around to all the rides and were now gathering in the Grand Pavilion. It was almost time for the big event. Rarity pulled herself back behind the curtain and paced the backstage area, sighing. She didn't have to worry about the decorations. All the decorations were set up – thanks in part to another reformed pony. It still hurt her brain knowing that Trixie was out there in the crowd watching over a bunch of orphans. The only things missing now were her friends. Fluttershy could not be found. Pinkie had her excuse to not be there. Rarity still didn't know if Twilight and the others had followed her back to Ponyville or not, seeing as they weren't back from Everfree yet.

"Hey Rarity!"

The unicorn jumped quite a height in surprise, much to Rainbow Dash's amusement. "Really?" the pegasus chuckled. "That scared you? You must be more nervous about this thing than I thought!"

"I'm not nervous about the Celebration!" retorted the unicorn. "How did you get in here, anyways?"

Rainbow pointed up. "Uh, duh. Skylight."

"I see. Well, again – I'm not nervous about the Celebration – I mean, okay... I'm a little nervous about the celebration. But I'm more worried about our friends! Pinkie came flying in here a few minutes ago, screaming something about needing to stop the Celebration because her Pinkie Sense was telling her some kind of big, awful doozy was going to happen! Oh, her mane was a mess! Poor dear had run through Everfree for six hours to get back here! I told her to go rest after it turned out the big doozy she was so worried about was just her surprise at seeing Trixie and the orphans helping me with the deco–"

"Trixie?" Dash had heard rumours about the magician's reform, but hadn't believed them. They had just seemed too far-fetched to believe such a jerk could change so quickly. "So she really did change, eh?"

"With the help of Twilight's mother, no less. See for yourself." Rarity drew open the curtain to show her Trixie. The blue pony was positioned at the front of the crowd, magically hoisting a sea-green filly onto her head, while the other orphans were either sitting down in front of her or sprawled out on her back. Next to her, a golden colt was sitting on Prince Blueblood's head, and Spike was sitting on the back of Twilight's mother. Sweetie Belle was sitting on the back of Twilight's father, and Apple Bloom was poised on the back of Big Macintosh, chatting away with Scootaloo – the pegasus filly that idolized her in the same way that she herself idolized the Wonderbolts – on the ground next to Big Mac. "Hunh. Well, I'll be. But – if Pinkie is here already, where the hay are Twilight and Applejack?"

"That's what I'm most nervous about!" Rarity wailed. "They didn't come back with Pinkie! I can only hope they've found Fluttershy, or just got outpaced by Pinkie and will get back here soon! Luna, they'll be so tired when they get back! I may have to apologize to Celestia for them sleeping it away, too!"

_"HAS __**ANYPONY**_ _SEEN SOARIN'?"_ Spitfire's bellow interrupted the friends' conversation. The Wonderbolt, now in costume, barreled past the two in an absolute raging huff. "ANYPONY AT ALL?"

"He's sick, remember?" called out a voice around the corner. "That pie he ate in Trottingham earlier?"

"Oh, great! We've got five minutes! We can't do this routine with two Wonderbolts! Where the hay am I gonna find a replacement this la–" She stopped, her gaze falling on Rainbow Dash. "Hey, uh – Dash?"

Dash's breath froze. "Yeah?" She was answered by a Wonderbolt costume slapping onto her face.

"Congratulations. You're a Wonderbolt. Sorry to not have much fanfare, but we're seriously time compressed here. We're doing the Jackson Triangle routine, which I'm pretty sure you know by heart. Miss Rarity, slick her hair back to look like me. HURRY! DASH, GET THAT UNIFORM ON _NOW!"_

"Ohmigosh Ohmigosh Ohmigosh!" Dash rambled as she quickly complied, slipping into the uniform. She couldn't believe it. She was a Wonderbolt! Her biggest dream was a reality! And the uniform fit her like a glove! The moment she was snug into the costume, Rarity styled her hair back. "There! Done!"

"Great!" Spitfire threw Dash her flying goggles. "C'mon! We've got to get into the air now!" She raced away to the staging area outside the Pavilion, Dash beside her, landing next to the waiting Fleetfoot. "Dash, Fleetfoot. Fleetfoot, Dash. Soarin's sick. Jackson Triangle, remember, Dash? Got it? Good. 3..."

"The signal!" cried the Royal Guard watching Canterlot. "The signal is coming from Canterlot!"

"2..."

"Oh my! Princess Celestia's going to be here soon!" Quick, quick! Open the roof!" declared the Mayor.

"1! Launch!"

When the top of the Grand Pavilion spiraled open to reveal the sky to the crowd below, none of the wowed crowd below was the wiser to the fact there was a rookie Wonderbolt flying. All they saw was one of the most perfect executions of one of the more complicated of aerial stunt manoeuvres in Equestrian history. Dash, Fleetfoot, and Spitfire zigged and zagged at ninety-degree angles, stalling and flipping on a dime bit, forming constantly revolving triangles with their skytrails while all three pegasi continually rose higher into the air. At the height of their climb, the Wonderbolts spread out, then soared back towards each at blinding speed – their skytrails forming three interlocked triangles as they blazed past, missing each other by inches. Then the three aerial ponies spread out even further and flew back together once again, forming one more giant triangle over the interlocked three, perfectly regrouping at the top of the manoeuvre. Then the fireworks went off. And the crowd cheered.

"Fillies and Gentlecolts, the Wonderbolts!" The Mayor lauded, appearing on the high balcony. "Ponvyille-born Spitfire, Fleetfoot, and–" Rarity suddenly appeared appeared and whispered into her ear. "Really? You're sure? Well, then!" Rarity slipped out. "–and apparently on very short notice, thanks to a late vacancy caused by a bad pie – the newest Wonderbolt... Our very own Rainbow Dash!"

The crowd exploded. Rainbow was crying tears of joy as she waved to them. This was what she had always wanted. And she had pulled off her "audition" flawlessly. "Oh, this is SO AWESOME!"

Fleetfoot turned to her as they floated back down to the ground. "Kid, that was a passed audition in my eyes. I've never seen a rookie do that on the first try. You'll be a fine Wonderbolt. Maybe even leader."

"Not as long as I'm around, she won't be leader," jabbed Spitfire with a sly grin. "Still – awesome job."

"Thanks." Dash blushed – and then found herself promptly tackled by Scootaloo. "Ah...Hey, Scoots."

"That was awesome, Dash! How did you keep this surprise from everyone? What a day to spring it!"

"It was a surprise to me, Scoots. I just–" Her face fell a bit. "–wish _all_ my friends were here to see it."

"Hey now – remember what we talked about earlier, Dash?" Spitfire smiled as she offered a hoof to Dash to help her get back up. "Fluttershy will show up here. If she's your friend, she'll be fine."

"Yeah! Like you're always telling me, Dash: Keep your head up!" Scootaloo eagerly piped in.

Spitfire chuckled at the young filly. "Looks like you already have your number 1 fan there, Dash."

"She was my #1 fan long before this..." Dash snickered, messing with Scootaloo's mane. "Yep, and as soon as she gets those wings to work, I guarantee you you'll have another Wonderbolt on your hooves!"

"Well, if she's got your attitude, you may be right. Spitfire leaned down to Scootaloo. "Okay, kid, the Wonderbolts gotta go backstage now. We'll come out for autographs later. We'll get you first, promise."

"Okay!" said the excited young orange pegasus as they departed. "See you later, Dash!"

The moment the two joined Fleetfoot backstage, Royal Guards ran in front of them. "Stand back!"

There was a flash of light – and Princess Celestia appeared. Everypony instantly bowed to her.

"Welcome, your Highness," greeted the Mayor. "It is an honour to have you grace our town again."

Princess Celestia smiled. "No. Thank you, Mayor. Thank you. It is because of the ponies hailing from this town that Equestria is once again safe." She looked around. "Now, where is Twilight Sparkle? I wish to speak with her about a private matter before I make my presence known to our waiting crowd."

Rarity slumped. "She's... not here, your Highness. Um... To put a long story short..." She quickly told the Princess about the missing pets, Fluttershy, and the efforts of her friends to find them. "Pinkie just came out of Everfree, but she was so tired that she's sleeping now. Twilight and the others haven't come out of the forest yet. We tried to send you a letter, but you'd already settled into your sun raising rest."

The Princess took a moment to digest Rarity's tirade, then nodded. "I see. Well, that is definitely a concern, but I do believe we need to get this big event started." She smiled happily, her eyes falling on Rainbow. "Why don't we have our new Wonderbolt be their signal? Congratulations, Rainbow Dash."

"Aw, thanks." Dash blushed, and bowed again. "And I would be honoured to do it, your Highness."

"Splendid. Well, let's get this show on the road!" cheered Celestia.

"Right!" The Mayor said as Dash pulled her mask and goggles back on. She signaled the rookie – and Dash took off, flying into the sky, captivating the crowd with the formation of a heart with her skytrail. The Mayor appeared on the balcony again. "And now, great citizens of Ponyville – Princess Celestia!"

The crowd bowed instantly as their ruler appeared before them. On her nod, they stood up. "Thank you, wonderful citizens of Ponyville. You may see it as an honour to have me here in your town once again – but I view it as being my honour to be in your town. If it had not been for a few residents hailing from here – who, unfortunately, cannot all join us tonight – Equestria would not have been saved from danger twice! I am so grateful at the atmosphere of friendship and harmony that permeates this place. The love and dedication you show each other is truly special. No. No, do not thank me. Thank you!"

The crowd cheered. Celestia nodded at the Mayor, who nodded at the buglers set up and ready to go. The Royal March began as Celestia's horn glowed, she flew into the air – and the sun began to rise.

_**"****EEEEEEEAAAAUUUUGHHHH!"**_

The horrifying shriek stopped everypony in their tracks. Other screams were heard – and then the crowd parted in panic as Pinkie Pie came screaming into the Pavilion again – this time with a huge, red-eyed alligator chasing after, snarling and chomping at her. One particular close chomp tore out part of her tail. "I FOUND GUMMI – NOW GET HIM AWAY FROM ME! _GET HIM AWAY FROM ME!"_

She tripped, rolled to a skidding stop on her back – and froze, shivering in fear as the monster gator approached her, drooling and snarling. "SOMEPONY! ANYPONY! _PLEASE HELP ME!"_ The alligator lunged – but Prince Blueblood and Big Macintosh barreled out of the crowd and viciously headbutt the beast, sending it on a skidding and tumbling adventure of its own across the Pavilion floor. Everypony scattered as it thrashed on its back, roaring from a wound caused by Blueblood's horn. In seconds, Royal Guards were on top of the beast, wrapping its mouth and limbs up in thick chains.

Interrupted, Princess Celestia halted her sun raising and looked down at what was going on in the Pavilion below. A sudden flash of a horrific realization hit her face. "Oh no! _**EVERYPONY! RU–"**_

She never finished the sentence, because before she could teleport herself away, she disappeared into the snapping maw of a giant Quarray eel that exploded out of the ground like a shark breaching water. Before anypony could react, the beast was gone, diving back into the hole from whence it came.

_**"****PRINCESS CELESTIA!"**_ Rainbow Dash screamed high above – but there was no time to process what happened to her. Other ponies had been thrown into the air by the creature's arrival. Wasting no time, Dash sped into action, blasting down through the sky. Dodging and barrel rolling away from the massive chunks of debris raining down around her as well, she flashed through the air and caught as many falling ponies as she could. Bright flashes she saw out of the corner of her eyes told her the other Wonderbolts were doing the same thing she was doing. More streaks screaming past her signaled some of the town's other pegasi joining in to save their fellow citizens. Some were not fast enough, and the horrified screams as a few unfortunate ponies met their ends made the rookie Wonderbolt cringe. But she focused on the task ahead of her. A white pony was still spearing towards the ground. Summoning all her speed short of her sonic rainboom velocity, Dash tore through the air just inches off of the deck – and at the very, very last second, caught the screaming pony – recognizing her instantly. "Rarity!"

"Rainbow Dash!" Rarity hugged her friend as they touched down. "Oh, please tell me that didn't hap–"

"MOMMY! _MOMMY! **MOMMY!"**_ Dash and Rarity turned their heads and gasped on seeing Dinky Doo screaming over the unmoving body of Ditzy Doo. "GET UP, MOMMY! PLEASE! **_GET UP!"_**

But Ditzy didn't move. Dinky nuzzled her mother's head, trying to get it to move. "NO! NO MOMMY! YOU'RE ALL I HAVE LEFT! GET UP! SHOW ME YOUR FUNNY EYES AGAIN!" She pounded her hooves on the mare's chest in pleading, but to no avail. Trixie appeared with her orphan foals, and they all moved in to comfort the distraught filly as best they could as she burst into a river of tears.

Terrified ponies ran about in a mass chaos behind them. Some were looking for family members. Some were helping the Royal Guards look for any survivors amongst the rubble. Some raced around calling for doctors. Others were just running away from the whole entire scene, and nopony could blame them.

Trixie nodded to a few nearby Guards, who dragged the body away with a saddened look on their face.

Dash looked away, her own tears welling up. It felt as if fate just _wanted_ to jump in and ruin every single one of the best days of her life. "It happened. As much as I don't want to believe it, it happened!"

"Then – Then – Princess Celestia really is–"

"MILADY!" Blueblood raced up to the fashion pony. "Thank goodness you're alright!"

"I got her," said Dash. "What about Rarity's sister? Scootaloo? The Apple fam–"

"They're alright," said Big Macintosh, dodging the chaos around them to form up with them. "Granny Smith and the fillies are hightailin' it back to Sweet Apple Acres quick as their hooves can take `em!"

"We shouldn't stay here much longer, either," Blueblood noted. "That thing could come back."

Trixie walked up, cradling the weeping Dinky in her mane. "I agree. These children need to be taken to safety. Mind if we join you? Some of the foals would feel far safer knowing Sir Blueblood is nearby."

"Rarity!" screamed Spike, bounding up with Pinkie right behind him. "We're okay! They protected me." He looked back at Twilight's parents, who nodded. "I've already sent a letter to Princess Luna!"

"Good boy, Spike. Surprised she isn't here already. I thought the Princesses sensed this kind of thing!"

Spike shivered. "Did that just–"

"YES!" Pinkie shouted. "GUMMI GOT TURNED INTO A MONSTER AND PRINCESS CELESTIA'S–" She couldn't finish the rest of the sentence, her voice choking up. "Celestia's–"

"But that – that can't be!"protested the baby dragon. "The Princesses are immortal!"

"Their memories are immortal," Blueblood growled. "They most certainly are not."

"But who would want to do such a thing? We stopped Discord, Nightmare Moon's no more...Who?"

"Oh, I can think of a few names..." snarled the Royal.

"EEK! WHAT'S THAT?" Pinkie pointed.

Smoke was beginning to billow from the hole the eel created. Instantly, Blueblood reflexed into a defensive stance that was still ingrained in his muscles even after almost a thousand years of living.

"Everypony... Back up. Slowly. Older ponies, circle up around the children."

Dash, Rarity, Trixie, Pinkie, Twilight's parents, and Big Macintosh moved without asking, joining the Prince in forming a protective ring around the foals as they all cautiously backed away from the smoke.

The smoke pooled and wafted about in an extremely unnatural way. It seemed to act more like a thick, goopy liquid than smoke. Soon the eerie cloud had built up so much that the hole was no longer visible to anypony. At that very moment, a voice cut through the air – a voice that was chillingly recognizable.

"_Hush now, quiet now,_

_It's time to slay your sleepy heads"_

Rainbow gasped, tensing up more.

"_Hush now, quiet now,_

_Princess Celestia's dead..."_

"That can't..." Rarity protested in a shocked whisper.

"_Hush now, quiet now, _

_It's time for all ponies to die"_

Some of the few other ponies left at the scene – including some Guards – scattered away in fright.

"_Hush now, quiet now,_

_You'll love your new friend **NIGHTMARE SHY!"**_

Thousands of tendrils of blood-red hairs shot out from the cloud. Blueblood barely threw a shield up before the hairs slammed into it, pushing the entire ring of ponies backwards. The hairs screamed out in all directions, smashing through every window, door, and wall in Ponyville. Within mere seconds, every pony in the town had been sniffed out, and was being held metres in the air by the living mane.

The smoke cleared, revealing the mane's owner: Rearing up on her hind legs and cackling with sadistic glee – was a red-eyed yellow pegasus mare with a mouth full of fanged teeth and dressed in full battle armour, including full wing armour glistening with razor-sharp blades on the tip of every feather.

The mare's cutie mark was...

Three pink butterflies.

Rainbow Dash's eyes went wide. "NO!"

"FLUTTERSHY?" gasped the shocked Rarity.

Showing no effort in keeping all of Ponyville suspended high above, the mare turned her glowing red eyes towards the protected pony, sneering. "What's wrong, Rarity? Jealous that I look better than you?" She followed the unicorn's glance upwards. "Oh, I'm sorry. You're worried about them? Not you? I'm sure your little sister's up there somewhere. Hold on a moment – let me find her... Ah! Here we are!" She rippled her mane – and soon Sweetie Belle was dangling above the Pavilion, gripped by the neck.

"HEY! LEMME G-AGHK!" The young unicorn gasped as the mane suddenly started to choke her.

The nightmare pegasus just cackled as she tightened her mane's grip a bit more. "Aw... She's so frail..."

"Please! Please release her!" Rarity cried, shaking at the sight of her sister desperately pawing for air.

"What is wrong with you, Fluttershy?" barked Dash.

The mare ignored Rainbow's outburst. "Hrm... Tell you what, Rarity... I'll make you a deal. You step out of that shield your boyfriend is holding up and give yourself up over to me within... oh, the next 45 seconds – and you won't have to watch as Sweetie Belle dies of asphyxiation! Really, it's a win–win! Or no – wait! Or, you and your friends could attack me, save Sweetie Belle – but then not have not have enough time to save the rest of Ponyville from falling to their deaths like poor old Ditzy Doo!" She reared up and laughed some more. "So, what'll it be? You've only got 20 seconds left, Rarity..."

"I – I–" Rarity's eyes darted around, her mind racing to try and think of some other way out.

"15 seconds..."

A volley of magical energy blasts came out of nowhere and slammed into the mare, throwing her backwards into the hole – but not until one focused blast sliced through her mane. Before anypony fell, the sliced-off piece was wrapped in a purple magic aura – and pulled over to a defiant Twilight Sparkle as she walked up the path coming out of the Everfree Forest, flanked by Applejack and General Spur. Though struggling mightily, the purple unicorn managed to safely lower the slice of mane until every single citizen caught in it was safely touching the ground. When that was done, she incinerated the crimson locks with a quick fire spell. "I would prefer we just not make any deals at all. How's that?"

"Twilight!" Pinkie's eyes widened in joy. "You're back! Thank – " Her eyes watered. "Celestia..."

With the mane gone, Blueblood lowered his shield, letting Sweetie Belle run to her sister. "RARITY!"

"Oh, Sweetie Belle!" Rarity tearfully hugged her sibling. "Oh, my sweet little sister!"

Trixie turned to her charges. "Children! With me! Run! All the way back to Hoofington!" The foals followed their guardian without question, running away as fast as their little legs could carry them.

Twilight ran to her parents. "Mom, Dad, get out of here. Take Spike! Go!" Her parents didn't blink, grabbing Spike and running. Twilight looked at her friends. "Who the hay was that? What happened?"

"Princess Celestia's dead!" wailed Rarity. "A Quarray eel just came out of the ground and ate her!"

"**WHAT?"** Twilight stumbled back in shock. Her mentor... Her second mother... Dead?

"Good job, Twilight!" Everypony looked to see Nightmare Shy hovering above the hole. "You saved everypony in Ponyville – well, except the ones that died thanks to my eel... AND THIS OTHER ONE YOU MISSED!" She flipped her tail up into view – revealing it was holding the battered, struggling–

"SPITFIRE!" Dash screamed.

The Wonderbolt was in horrible shape – outfit tattered, a black eye – but kept struggling. "Let me go!"

The mutated Gummi shattered his chains, righted himself, and bounded over to the nightmare pegasus. "Aw, Spitfire just wasn't as fast as Rainbow Dash, was she? She couldn't catch poor Ditzy in time. Anypony wanna know how Ditzy died? Well, two rocks thrown up by my eel did this to her wings:"

Spitfire let out the most ear-piercing, bloodcurdling scream of agonizing pain as the tail crushed her wings in multiple places. All the ponies tearfully winced at the near-constant CRACK of her bones.

"STOP IT! _STOP IT!"_ shrieked Dash, barely able to take any more.

Dangling the now–flightless Wonderbolt leader directly over the jumbo gator's vicious jaws, the yellow mare's fangs glistened with glee. "You know – I think she's right, Gummi! We shouldn't play with our food!" She flipped the crumpled aerial pony into the air above the beast. "There you go! Din-Dins!"

"NO!" Unable to stand it, Dash suddenly shot forward, throwing everypony to the ground with the shockwave she created. "NOT LIKE SNOWFIRE! _YOU'RE NOT TAKING HER AWAY, TOO!"_

"RAINBOW, WAIT!" shrieked Pinkie. "STOP HER!" she screamed at all the unicorns. _"STOP HER!"_

Twilight tried to teleport the blue pegasus, but couldn't catch her. "I can't! She's going too fast!"

Dash reached her target, knocked Spitfire out of the way – and was caught in the snapping jaws of the mutant Gummi. Her eyes wide with shock, she gurgled for a moment – and then went completely limp.

_**"RAINBOW DASH!"**_

Pinkie's mane went straight again. She slipped down helplessly onto her haunches. "Rainbow Dash..."

"No... No!" wept Applejack, crying against her brother's chest as Big Macintosh openly wept with her.

Rarity held the sobbing Sweetie Belle against her, the fashion pony unable to hide her own waterworks.

The mutant Gummi seemingly smiled in victory before slithering down the hole with Dash's body.

Nightmare Shy wiped a tear of laughter from her eyes. "My my... Oh, I wish you ponies could hear your friend's horrified screams in this head! Oh dear lord, Fluttershy is REALLY upset and angry with me! I would never expect such words from the Element of Kindness! Oh my, it's just simply delicious!"

Twilight glared, fighting back her tears. "I don't know how you escaped again, Discord – but this tim–"

"It's not him." Prince Blueblood's lips curled in anger. "That... is Nightmare."

"N – Nightmare?" stuttered Applejack. "Y–You mean as in–?"

"Yes. The entity that corrupted Princess Luna into Nightmare Moon... Has now taken over your friend."

All the ponies gasped.

"Aw, the millenium–old born again remembers me!" Nightmare Shy grinned. "Or, more specifically, remembers the entire battalion his trusted Lieutenant Colonel Spur ordered right into an ambush on this very field – well, when it was a field, at least... I believe these two were the only survivors. Applejack, did Granny Smith ever tell you that your town was built on top of a bed of rotting, slaughtered pony corpses?"

Applejack and Big Macintosh lunged forward, snarling – but General Spur's wings held them back.

Nightmare Shy tilted her head tauntingly. "Oh, what? Don't tell me you really believed it was going to be as easy as the first time we met? I just wanted out the last time. Sorry, but listening to your beloved Princess Luna prattle on and on for a thousand years can drive one a little... Crazy." The corrupted mare snorted. Her eyes fell on the fashion pony., "And I have to say, Rarity, the Diamond Dogs had a bit more respect for a very similar offer that I gave them. Shame... They really wanted to see you again."

Sweetie Belle ran in front of Rarity. "You leave my sister alone, you monster!"

The evil mare laughed. "Thank you for the compliment, Sweetie Belle! You're right! I AM a monster! Though there's nothing much your sister can do to stop me now, seeing that I've corrupted one Element of Harmony and killed another... I must say, it was surprisingly easier to set off Rainbow Dash than I thought! I knew she was impulsive, but wow! I guess seeing idols, friends, and mentors all die will set off some ponies like that! And now, with that out of the way..." She picked up the broken Spitfire with her tail and hurled the Wonderbolt into Applejack's chest. "Here. You can have her. I was going to eat her for the first blood sacrifice of my new order, but I smell much... juicier ponies elsewhere. Since you all refused my attempt at a peaceful hostile takeover attempt – I'm sorry, Sweetie Belle, but your dead body would've ended all of this before it even began – I suppose I'll have to make do with some more... violent methods of persuasion. Ooh! And a surprise! I know you like surprises!" She whistled down into the hole. "Come out, come out, my pretties! Go on – show Mommy what happened to their pets!"

Applejack gulped. "Uh-oh. I don't like the sound of that." Her fears were confirmed when giant claws slapped onto the ridge of the chasm – and the red-eyed werebunny jumped up into view. "Ohhh, hay..."

The werebunny was followed by some more Ursa Minor-sized creatures, all with glowing red eyes: A snarling dog, a snapping tortoise, a polar-white saber-tooth cat – and an owl with menacing talons.

"Au revoir!" The armoured pegasus cackled, flashing her wings and flying away.

"Well..." Rarity backed up. "Now I know what happened to my Opal..."

Twilight turned to General Spur and Blueblood, nodding at the creatures. "Can you take them?"

The soldiers answered almost simultaneously. "Easily."

"Good. I'm going after her." The unicorn teleported away.

"TWILIGHT, WHERE ARE YOU GOING?" yelled Pinkie. "We need to – WHOAH!" she jumped away from a gigantic cat paw that came slashing through the air at her. "Oh, you did NOT just do that!"

The General unfurled his wings. "Blueblood, Rarity! Blind `em, NOW!" Rarity and Blueblood blasted a blinding light from their horns at the beasts. The creatures roared in pain and staggered back – upon which General Spur launched himself at the closest creature, sending out a shockwave of his own. Letting loose a rage-filled war cry, he crashed into the giant tortoise with his head, his momentum driving the monster backwards. With a useless noise, the tortoise lost its footing and fell into the hole. Spur didn't gloat in victory for very long, however – for almost right after the tortoise disappeared, he ducked and flew away from the giant owl talons before they snapped shut on his face. "Unspoken rule of the military number two: You sleep when you're dead!" he roared to nopony in particular, flying higher into the air with the mutated Owloysius chasing after him, screeching in rage at at the pegasus.

Applejack stared down the approaching werebunny. "I ain't afraid of you this time, Angel – if you are Angel... I honestly don't care. All I know is our wonderful Princess and two of my best friends are gone! I'm so mad, I don't care if I bring every single Windigo that exists in this world down on my head FOR USIN' MY HATE TO TAKE YOU DOWN!" she yelled, charging straight at the beast full-speed. The creature lunged for her again, but instead of getting her chest clawed open this time, the freckled pony rolled away from the claws, making them dig up nothing but dirt. She came out of the roll with her lasso in her mouth, twirled it, and launched it into the air – landing it perfectly around the monster's neck. With an angry tug, she tightened the loop and ran back under the creature. The rope snagged – and with a startled cry, the werebunny fell to the ground – impacting so hard, it was knocked out cold. "Ooof..." The farm pony cringed. "Now why the hay didn't I try that the first time it attacked me?"

"Does Winona have any weaknesses?" cried Rarity, she and Blueblood dodging the swipes and stomps of the giant dog. Blueblood blasted a few magic energy beams at the canine, but nothing.

Big Macintosh, staying by Spitfire and Sweetie Belle, spoke up. "Tug on an ear and she'll go that way!"

"Right!" The fashion pony's horn glowed, and she locked onto the colossal canine's left ear, pulling it sharply. Just in time to redirect a nasty paw slash from its original target of her face, the dog yipped and started stumbling backwards. She dragged it towards the hole, straining – but then suddenly it felt much easier. She looked up to see Blueblood's horn was glowing, and he was helping. He smiled at her – and when the dog was on the edge of the crevice, he levitated himself with his magic and drove himself into the mutant dog's chest, spearing it with his horn. He grinned as the canine tumbled into the hole.

The unicorns barely had time to celebrate, too – a quick scan by Blueblood prompted him to jump away, shoving Rarity with him as the mutated Opalescence rumbled by, yowling and and screeching in sheer annoyance thanks to a very, very enraged Pinkie Pie leaping all over the giant feline. "Okay, you stupid big, mean kitty! I was kind of angry and pretty sad – but when you attacked me, you made me really, REALLY angry! And when Pinkie gets really, REALLY angry – SHE! CAN'T! COMPLETELY! CONTROL! HER ACTIONS!" she shrieked, viciously ripping out the cat's whiskers with her teeth. The cat howled and swatted at her – but the pink pony used her sense to dodge, causing the saber-tooth feline to miss her but slash open its own nose, to another screech of pain. Pinkie looked up to see General Spur flying back down, the giant Owloysius on his tail. The General saw her, nodded, and swung low. She jumped off the cat, landing perfectly on his back while the two beasts crashed into each other, rendering them unconscious. "And THAT is why you should NEVER make Pinkie Pie angry!"

"Big Mac, help me with this! Before it wakes up!" called Applejack, nodding at the werebunny.

Big Macintosh nodded. "Gladly."

Blueblood, Rarity, Pinkie, and General Spur joined them, too – and in no time at all, all three of the remaining creatures were kicked down into the chasm. Rarity and the Prince gathered a massive pile of dirt from one of the nearby fields with their magic and ceremoniously dumped it to fill up the hole.

"Well!" huffed Rarity. "I never thought I would like dirt, but I just might be coming around after this."

Blueblood chuckled. "You do need some combat training. You do have a good deal of defensive skill, I must say. And if I may be frank, milady – I'd say you look even more beautiful with a frazzled mane."

Even as she freaked out and quickly repaired her mane with her magic, Rarity blushed. She was truly beginning to trust the Royal stallion now, even if his gentlecoltly side was a little raw around the edges.

"I don't know, y'all." Big Macintosh scowled. "Anypony else get the feelin' that was a mite too easy?"

"Where's Twilight?" asked Pinkie – and almost immediately, a series of explosions answered her query.

Up ahead, on the road to Hoofington, Twilight teleported right next to the fleeing Nightmare Shy, tackling the mare to the ground. She tried to magically remove the armour from her corrupted friend's back – but before she could wrench it away, she was forced to jump away as the pegasus rolled and slashed her bladed wings at her. The unicorn landed on three hooves, spun around, planted her last hoof down and charged back into the fray, furiously hurling a volley of energy blasts at the evil mare. Nightmare Shy simply threw her protected wings up, deflecting or stopping the blasts. One of the deflected blasts ricocheted right back at Twilight, but she slid underneath it, never losing her momentum, and came up running. She teleported in front of the mare, catching her enemy off guard enough so that she was able to deliver a solid, crunching punch to her face. "I don't care how long it takes or what I have to do, Nightmare," she growled, "But I will free my friend from your control!"

Nightmare Shy staggered backward, wiping the slight trickle of blood off her mouth. "Oh ho, poor Twilight – Pray tell, just how are you going to do that without your precious Elements of Harmony?"

Twilight had to admit, she didn't have an answer for that. But she didn't show it. "I will find a way."

"HAH!" The nightmare pegasus chortled. "You know that without your dear Princess Celestia's help, or your wonderful friend Rainbow Dash – there's only one way left to get me to leave Fluttershy's body. But you don't want to think about that way, do you? Because it would mean you'd lose another friend!"

"I don't know what you're talking about."

"Oh please. You just saw it happen to your blue winged friend – and it's something that's going to happen to the rest of your friends!" Nightmare Shy lunged – but instead of attacking where the purple unicorn was, she planted her hooves – and brutally kicked the guardian of the Element of Magic in the gut when Twilight teleported above her. Her hooves caught Twilight in the jaw and chest, hurling her back to her friends and jarring the pony so much, she couldn't stop her hard impact with the ground.

"TWILIGHT!" Sweetie Belle watched in horror as the unicorn crashed to the ground and went limp.

Remembering her sister was with them, Rarity wheeled. "Sweetie, go back to Sweet Apple Acres!"

"But-"

"NOW!" roared the older unicorn – but it wasn't so much anger in her bellow, but a tinge of worry. "Young lady, either you get to safety up there or I will try to teleport you there myself, do you hear?"

Sweetie Belle gulped. Rarity wasn't good at teleporting anything. "Okay, sis, okay..." She turned tail and bolted as fast as she could towards the barn at the top of the hill that marked Sweet Apple Acres.

Nightmare Shy grinned, pivoted – and with a burst of speed, caught up to Trixie and her orphans. The foals screamed to a terrified halt as the corrupted pegasus landed with artful precision right in front of them, sadistically licking her lips. "None of you would happen to be Lickety-Split III, would you?"

Trixie stepped out in front of them, unflinching, glaring with the eyes of a mother. Her horn glowed brightly, and a protective shield fell around her and the foals. "You will not harm these children."

"Hmmph." Nightmare Shy snorted. "You know, when I told the Diamond Dogs that any unicorn with a modicum of talent in magic could defeat my minor spells, I meant the modicum of talent like hers." She nodded to Twilight, who was just beginning to emerge from her temporary unconsciousness – then turned her gaze back to the blue unicorn. "I certainly didn't mean an amateur magician like yourself..."

To Trixie and the foals' horror, the fanged mare stepped _right through_ the shield, licking her lips again. "You just don't understand... I am Nightmare, birther of Chaos. I have lived for longer than ANY pony could ever dream of living!" The mare's lower jaw distended like a snake's and her mouth opened wide enough to swallow a small herd of horses, forming a hideous sight. The hijacked voice of Fluttershy grew deep, distorted. "My stupid ponies... I GUESS I'LL JUST HAVE TO EAT YOU ALL AT ONCE!"

_**"****ENOUGH!**__**"**_

A massive bolt of lightning screamed down from the heavens and plowed into Nightmare Shy, sending the mare rocketing away, smashing through building after building after building in Ponyville – until she carved a huge ditch in the ground as she violently skidded, slowing down before her momentum was eventually finally halted by crashing into Carousel Boutique. The impact was still so brutally fierce that the entire building collapsed, pouring a shower of rubble right on top of the corrupted mare's head.

"My store!" gasped Rarity.

In a flash of lightning and clouds, Princess Luna landed in front of the rubble so hard, the ground shook with a thunderous force. As she rose up from her knees, the furious Princess' body slowly morphed – the smaller form of Luna gave way to the taller, armoured and sleeker form that had once been known as Nightmare Moon. The enraged Royal's eyes crackled white with electricity. A sudden gust of wind whipped her mane and tail around – revealing the stars in them were sparking, too, such was her anger.

"This ends. NOW."

Recovered enough to stand, Twilight was overjoyed. "Princess Luna!"

Her saddlebags suddenly teleported onto the ground in front of her. A familiar box was packed inside one bag. Twilight looked at the saddlebags, then back up to the Princess with worry. "Princess Luna?"

"Take them and get out of here, Twilight Sparkle!" the Princess snapped. "Get out of Ponyville!"

"NO!" Twilight stomped in frustration. "I will not leave the families of my friends here unprotected!"

_**"****GO!**__**"**_ Lightning blasted from Luna's eyes and shot into the chests of all the ponies – including Trixie and her company, shoving them towards the train station. "Ponyville is in far more danger if you stay!"

Pinkie twitched.

The ground rumbled.

"Girls? WE'VE GOT BIGGER PROBLEMS COMING!"

Twilight gasped as the mutated monster pets exploded out the hole, sending the dirt used to 'seal' it high into the air. As the clumps rained down around them, the gazes of all the beasts locked onto Twilight.

And they were bigger than before.

Twilight bolted towards her friends, who were already boarding the train. "I think the Princess might be right, girls! Let's get out of here! They're focused on me, so we can draw them away from the town!"

"Everypony on the train! Move it!" bellowed General Spur.

"Children, I want to you get on the floor, lay low and stay out of sight. Do you hear me?" instructed Trixie upon boarding. The foals immediately obeyed, flattening themselves on the floor. A cursory glance by the caretaker caught Big Macintosh gently setting the injured Spitfire down. "Oh my! Miss Spitfire!" In an instant, she was at the mangled Wonderbolt's side. "Is there a medical kit anywhere?"

"Here ya go!" Pinkie appeared with a first-aid kit in her mouth.

Trixie smiled. "Thank you, dear."

"We better hurry!" cried Applejack as the monsters lumbered nearer. "Get that engine started!"

Pinkie popped up in the locomotive window. "There is no engine!"

Rarity realized. "Wait! This is the old-fashioned train like the one we took to Appleloosa! It was on display for the Celebration!" She batted her eyes at the three stallions. "Boys, would you be so kind?"

"Not like we have a choice, milady!" Blueblood dashed up front, Big Mac and General Spur following.

Twilight hurled a few magical blasts to slow down the charging gargantuans. "They're getting closer!"

The stallions hooked themselves up and tore off down the track – just as the creatures reached them. The monster animals roared in annoyed fury and took off after the train as it sped away from Ponyville.

Princess Luna turned her attention back to the rubble, her eyes narrowing as it suddenly began to move.

Nightmare Shy emerged, shaking her head to remove the last of the debris that coated her mane. "Well, well, well..." The mare began to pace in a circle. "If it isn't the other daughter of Zeus and Mawu."

Luna lowered her head threateningly. "You dare invoke the names of our parents?"

The yellow mare sneered. "No, I'd say I invoked them pretty well there, actually."

The Princess snorted lightning, unamused.

"Aw, somepony's not talking... Well, let's see if I can turn that frown UPSIDE DOWN!"

The corrupted pegasus threw her wings back and shot forward, the shockwave in her wake hurling rubble metres back. She knifed down and spiraled, coming up with her wing blades poised to slice–

–but Princess Luna threw up a wing of her own and blocked the attack, not moving an inch – and almost seeming bored at having to undertake the defensive manoeuvre. Her opponent's blades cut nothing – and then she went on the offensive. Luna flashed her wing up, knocking her enemy's wings back – and before Nightmare Shy could fly away, the Princess countered with a roar of ancient words in the Royal Voice. The ancient words of enchantment were like a sonic shriek, and the quick boiling and explosion of air pressure they caused sent the yellow mare spinning away over another distance. Luna swept her wings back and blasted off to follow the trajectory she'd put her former possessor on.

Wings pinned to her side due to speed and centrifugal force, Nightmare Shy's eyes glowed. The living mane sprang forth and attacked the pursuing alicorn, but Luna swirled and dodged the deadly follicles. The Princess proceeded to blast faster towards her, and connected a forceful punch to the mare's chest. Landing in a violent tumble, the evil pegasus stood up wheezing as the younger Princess approached.

"You will fail, Nightmare." Sparks jumped from Luna's mane to her tail. "As you always have before."

Nightmare Shy staggered back to standing. "Ah, the ancient pony tongue. Only those who have faced the Flame can truly master it. What a pleasant surprise in your tactics, my liege. Just one problem..."

Princess Luna tilted her head, puzzled. But then it dawned on her.

"I'VE SEEN YOUR MIND!" The corrupted mare bellowed an ancient chant of her own at full volume. The ground rippled up and wrapped around the Princess, dragging her downwards as if swallowing her.

But Luna did not flinch. In fact, a grin curled around her lips as she descended. "So you know the tongue. Impressive. But like you said – only those who have faced the Flame can truly master it." Her body flashed with electricity, and to the relative shock of her opponent, her soil cage disintegrated.

"You will never see the Flame."

The comment enraged Nightmare Shy, who lunged at her again – but Luna whirled and stomped on the pegasus' neck, slamming the corrupted mare's face into the ground with such force that her head dug a crater. As Nightmare Shy struggled to get up, the Princess sighed, annoyed. "Give it up, Nightmare."

The red-hair pegasus responded by grabbing the Royal's legs with her wings and flipping forward, spiraling Luna into the ground face-first and kicking off the stunned Princess' back to get into the air.

Shaking it off, Luna spread her wings and gave chase.

On the train, Twilight was using every magical attack she knew, but the giant pets were still closing the gap. "Rarity, you're the only other unicorn who's not preoccupied! Help me fend them off, please!"

"Twilight, what can I do? I don't even know half the spells you do! All I've been able to do is blind them, and you've already tried that six times! I'm good at close combat, but even then, only dodging!"

"Blueblood said you needed to learn – well, it's time for you to learn! What other spells do you know that you could use an offensive attack?" Twilight sent another wave of magical blasts at their pursuers.

"Really, Twilight!" huffed Rarity. "The only other spells I'm good at are gem-finding and levitation!"

"Those will do! Gems are just special minerals, right? Can your spell find normal minerals, as well?"

Rarity raised an eyebrow. "Twilight, how could that possibly work for a combat sit–" It suddenly clicked in her brain. "Right! Let me try..." Her horn glowed bright as she sensed for the most mundane of minerals, which was surprisingly a lot harder than looking for the most extravagant. But eventually, the ground shook slightly – and hundreds of regular minerals were floating in the air at her command. Rarity held them in the air – and then with a sharp forward flick of her nose, and the fashion pony blasted the minerals at the beasts. "Ha hah! Take that, you monstrosities!" she gloated as the pelted creatures stumbled back in pain. "And take this as well!" She declared, lifting and launching another round at the animals – only this time, she focused and aimed groups of the minerals at each beasts' eye.

The monster pets roared in agony and lost control of their forward motion as they swatted desperately to clear the agitating pellets that had invaded their ocular perimeter. The mutant Opalescence tripped over her own tail and crashed into the mutant Winona, whose flailing paw caught the giant Owloysius' talons, dragging the bird down on top on the mutated Tank – who fell over from the giant owl's weight. The tortoise tumbled into the giant Gummi, who roared in surprise as they both crashed to the ground.

"Holy hay!" Applejack gaped as the train left the fallen animals in the dust. "Nice work, Rarity!"

What looked like a very injured pony suddenly stumbled out of the Everfree Forest. _"Friends! Help!"_

As they flashed by, Twilight took a look at the stumbling pony, and noticed very distinct markings on the stranger Equestrian: Stripes. She whirled. "Stop the train! Stop the train! I think that's Zecora!"

" Teleport her onto the train!" barked General Spur. "I'm not letting those beasts recover and catch up!"

"Oh, for, crying out... Hang on Zecora!" Twilight turned back and focused on her target, rapidly disappearing in the distance. "C'mon, Twilight..." she muttered to herself. "Any good Princess can teleport anything anywhere at speeds like this!" She grimaced in concentration – her _whole horn_ lit up–

Then with a purple flash, Zecora was there in front of her. Except the zebra was in horrifying physical shape. Her front half was slashed, scarred – and her back half was nonexistent, save a stump of stone.

"Zecora!" Pinkie rushed to the zebra's side. "What happened to you, Zecora? What happened?"

"Saw...Fluttershy...possessed... Celestia... Danger..." mumbled their exhausted, beat up friend.

Twilight cringed. "Get her to Trixie! Maybe she can keep her alive!"

Pinkie did so, then twitched when she returned. "Twilight, I think they're coming back..."

Chilling howls pierced the air. Applejack's ears perked up. "That sounded like timberwolves."

As if on cue, not only did the monster pets reappear, looking angrier than ever – but an entire pack of timberwolves burst out of the forest, snarling and snapping as they joined in on the great train chase.

"Oh, sure! Why not?" grumbled the incredulous farm pony. "Let's just throw one more thing at us!"

As Twilight and Rarity resumed defending the train, even they couldn't help but notice the lightning...

...the lightning that Princess Luna was raining down in blasts from every direction as she chased Nightmare Shy across Ponyville. The chasee and the chaser rocketed down through Ghastly Gorge, twisting, turning and ducking through the curves and choke points of the canyon. Luna's eyes crackled, and she sent down even more waves of lightning – but Nightmare Shy swatted any bolt that got near to her away with her armoured wings. Luna glared. Aside from Royal armour, she knew there was only one other kind of armour in Equestria that could deflect elemental magic that powerful: Diamond Dog armour. 'She' had helped devise it while under the control of the very demon she was chasing now. Seeing the armour again brought back the very unpleasant memories of Nightmare pillaging her mind to reveal the ancient forging secrets to the Dogs – and since the Dogs had pledged allegiance to her sister after the war a thousand years ago, Luna knew the evil entity had to be forcing the underground kingdom to make this new armour for it. Which only angered the moon-bearing Royal even further.

The Princess dove, rose and flipped through a mass of giant thorns, never losing sight of her target. Knowing her opponent wasn't going to be shocked into submission, she focused on blasting lightning down upon the rocks above, sending them crashing down in spectacular rock slides – but the possessed pony always managed to just barely squeak by getting crushed or pinned at the very, very last second.

Both combatants shot out of the Gorge completely unharmed, screaming at high velocity over the trees. For some reason, Nightmare Shy flipped upside-down, exposing her utterly unarmoured chest. It was the opening Luna needed. Her eyes crackled white, her whole body radiated with electricity – and she unleashed a mighty multi-forked blade of lightning as thick as four tree trunks, a truly awesome strike designed to do nothing more than overwhelm the magic-absorbing capacity of her enemy's armour.

The nightmare pegasus threw her wings up to block the attack – but the bolt's forks curled around and crashed into her. The possessed pony convulsed tremendously as the electricity coursed – and then fell.

"I am deeply sorry, Fluttershy," Luna sighed to herself, diving after the plummeting, incapacitated mare. "You were truly a good friend for the short amount of time that I was able to know you."

Only when she got close did Luna notice the gravity-defying position Nightmare Shy's wings were in...

"HAH!" Nightmare Shy burst forward, slashing at the Princess, catching Luna across the face with more than one bladed feather as Luna reacted and rolled away from the incoming corrupted pony. In the brief window while Luna realigned, Nightmare Shy reacquainted her own target – and sped away, leaving the Princess with a spectacular yellow- red shockwave and pained ears from the sonic boom.

Not to be outdone, Luna accelerated after her, leaving behind an even more spectacular shockwave of sparks. The supersonic ponies laced back and forth, Nightmare Shy trying to outrun the Princess.

Except this time, Luna was faster.

They collided and tumbled down through the sky, punching, dodging, biting – yet Luna managed to hold her grip on the yellow mare. The fight spiraled out over the clouds – but after taking another blade to the face, Luna had enough. The wind picked up and howled, her eyes, mane and tail lit up in violent sparks, and she called forth the most powerful blast of lightning she had ever created with her magic.

Only nothing happened. "What?"

"Welcome back to Everfree Forest, my liege!" spat Nightmare Shy. "The one place where Royal magic has no control over weather or animals! You're in Nightmare territory, my former apartment! _**NOW!"**_

A _massive_ swarm of cockatrices sprang up from under the treetops, swarming the Princess. "Hey! Get off me!" she roared. Her magic not working, she decided to out-fly them, blasting herself straight up into the air. But before she could get very far, an equally massive number of thick, living bramble vines spiraled up from the forest floor after her. They wrapped around her wings, her hooves, her mane, her tail – anything they could get a grip on. The Princess couldn't break free. Soon, they dragged her down.

Back at the train, Twilight looked up to see her other mentor in peril. "Princess Luna!"

The vines brought her back within the limited vertical range of the cockatrices. They swarmed her. Luna slapped a few of the monsters away with her head, but soon they were too many. One grabbed her head with its talons and locked it forward, while another eventually managed to force her eyelids open.

And the last one stared.

_**"****PRINCESS LUNA!" **_screamed Twilight, the ponies watching in stunned horror as their other savior turned to stone and fell from the sky – shattering into pieces upon impact with the ground. _**"NO!"**_

Anger flashed in the purple unicorn's eyes. Her eyes began to glow white and flicker. "Everypony, you might want to get inside and shield yourself... It's about to get very hot here," she snarled, her voice so menacing that Rarity, Applejack and Pinkie Pie didn't think twice about following her recommendation.

Twilight turned back to their pursuers, her eyes sparking with pure rage. "Not anymore..."

Pinkie twitched violently. "Oh no..."

The ground rumbled, and Twilight could see the form of the giant Quarray eel that had killed Celestia rumbling towards her, throwing up the railway tracks in a fountain of debris as it also joined the chase.

"Twilight?" asked a nervous Rarity.

_"Not...Anymore..."_

The purple unicorn's entire horn glowed again.

_**"****My friends..."**_

Rarity's voice became frantic. "Twilight..."

The eel and the creatures reached the back of the train.

_"TWILIGHT!"_

_**"******__**Y**_OU WILL NOT HURT MY FRIENDS ANYMORE!"

The eel was magically pulled out of the ground – and right into an immense wall of fire that stretched to the top of the sky. Twilight spread the wall out in a huge circle, catching all their pursuing attackers in its grasp – but not harming her friends. The giant pets, the timberwolves, the eel – she grinned in revenge as she watched and listened to them burn. Then the flames died, and she fell down, wasted. The ashes of the incinerated beasts wafted down over them like snow with the sharp change in wind.

"Twi!" Applejack ran to her friend's side. "You okay, Twilight?"

"I'm fine... Just a little tired after that."

"Twilight... That was amaz–"

"Miss Sparkle!" cried Trixie. "Something's happening to Miss Zecora!"

Racing down to the cabin, Twilight's jaw dropped as she saw Zecora floating up in the air, her eyes glowing white. She opened her mouth – and a familiar voice that was not the zebra's cried out.

_"Twilight, my faithful student!"_

"Princess Celestia? PRINCESS CELESTIA! I knew it! You're not dead!" cried the purple unicorn.

_"Alas, I am, as is Luna. I am projecting to you from Limbo, inside the Flame – where the true souls of she and I currently reside. I do not have much time! The longer I do this, the weaker my soul gets! You have a chance to bring Luna and I back. Luna gave you the box with Elements of Harmony in it. Keep them safe! With Rainbow Dash dead and Fluttershy possessed, the Flame of Limbo has become highly unstable! It could extinguish at any time! If this happens, Equestria will be destroyed and Nightmare will be the victor! Twilight, above all else, you and your friends must prevent this from happening!"_

"But – how?" Twilight asked. "How can we do this without Rainbow Dash or Fluttershy?"

_"The Elements of Harmony are not permanently bound to anypony – or any creature, for that matter. The ones that have become unbound will choose a suitable replacement! Go! Make some new friends, find the Flame of Limbo – and you will be able to restore us and Fluttershy if you are not too late!"_

"Where? Teacher! Where is the Flame? How do I even know where to start looking?"

_"You are the Princess now! Do your Royal duty, my beloved student! I know you can!"_

Zecora's eyes stopped glowing, and her stump of a body sank back to the ground, wheezing softly.

"CELESTIA! _PLEASE!"_ Twilight reached forward as if to pull her mentor into the cabin – but nothing.

Rarity put a hoof on Twilight's shoulder as the pony cried. "I'm sorry, Twilight. We're on our own now."

"All is not lost," said a comforting, older voice. Twilight looked up to see General Spur's face. In the frantic communication with her fallen mentor, she hadn't even noticed the train had come to a stop.

Then she actually noticed the ashes of the animals she'd burned floating down outside. She looked at her hooves, trembling as her actions truly dawned on her. "General Spur – I just ki- Did I really just k–"

The General laid a knowing wing over her as Blueblood and Big Mac started the train moving again. He sighed while the train pulled away. "As I told you before, Twilight: Real combat is never truly fun."

Twilight slumped over, the overwhelming horror of reality washing over her face. Rarity, Applejack and Pinkie Pie wordlessly hugged their shell-shocked friend as the train lumbered on down the tracks.

**END CHAPTER FOUR**


	5. Chap 05: Fire on the Frozen Blue

**Night of the Shy (Revamp)**

by Raefire

**CHAPTER FIVE: FIRE ON THE FROZEN BLUE**

The train finally, solemnly pulled into the station at Appleloosa that night. There was no cheering of gratefulness. Spitfire and Zecora, both somehow still alive, were rushed to the hospital where they could receive better treatment. Applejack's cousin Braeburn was stunned to hear the terrible news, as was the rest of the town. They discussed telling the Buffalo right then, but after the chaos of the night and the searching of Everfree all day before that, Twilight was finally, utterly exhausted. Her friends admitted to feeling the same way, and they all agreed that the Buffalo could wait until they had slept.

The body was laid at the dragon's feet. Nightmare Shy backed up, bowing her head. "I must apologize for not having the body of Lickety-Split III here, too. She apparently decided to elude my grasp."

"No matter," replied the red dragon. "This will do. I'm amazed. You actually managed to pull it off."

"Not completely," the possessed pony growled. "I would have liked to have killed all the wielders."

"Yes, but as you said, just two wielders unchained from the Flame makes it extremely unstable."

The red eyes sharpened. "The only way I'll truly be victorious is if I find that Flame and destroy it."

"True, but I think you should re-acquaint yourself with your child first. Finding the Flame would go much faster. I have conferred with my fellow dragons. We are impressed, and will gladly follow you."

"You make a good point, friend. Go, prepare. I have... more surprises in store for Canterlot, anyways."

* * *

"Nghh! Argh! Let go of me, you stupid dog!" Scootaloo squirmed, trying to break the grip of the armour-clad Diamond Dog as it dragged her to the center of Ponyville, where, under the shadow of the damaged Grand Pavilion, dozens of other Diamond Dog soldiers were rounding up the few citizens of the town who remained. Scootaloo noticed that no unicorns were with them. She did notice that right beside the Dog holding her were two others holding her friends and Granny Smith. The old mare, Apple Bloom and Sweetie Belle were struggling against their captors just as much as she was. "I SAID, LET. ME. GO! Nghh!" She wrestled against the paw's grip some more, trying everything she could.

Finally, the Dog seized the scruff of her neck, digging his claws into her hide as he brought her to his eye level. "Quiet, stupid little pony! Or do you want end up like rainbow-maned one?" he snarled.

Even though the young pegasus knew the remark was coming, it still hurt more than any punch to the gut ever could. She fell silent and complacent, trying to hold back the tears building for her fallen idol. Part of it was an act, though she honestly didn't know where the acting started and the true tears began.

Luckily, Apple Bloom seemed to be in on it, biting her captor's hand. "Get your stinkin' paws off me!" She was dropped – but as she tried to run, the Dog carrying Sweetie snatched her up in his other paw.

Fido held both foals up in the air, using his long arms to keep them from being able to contact his body. He turned to Rover. "Why must we listen to more whining ponies? That was not part of agreement!"

"Whining ponies?" asked Apple Bloom. "Oh! So you're one of the Diamond Dogs that kidnapped Rarity! And now you're all helpin' that...whatever that is that took control of sweet ol' Fluttershy! Why ya' helpin' that evil thing, eh? Do ya' have a choice? Or are y'all on its leash, like the dogs you are?"

"QUIET!" The Dog's tighter grip drew a yelp from the foal. "Argh! Why not give these ones to griffon at abandoned rock farm outside town? Griffons eat horse, and Gilda pay good money for gems in past!"

"Gilda?" Scootaloo's eyes opened wide. What in the world was Dash's former friend still doing so near Ponyville? The foal didn't know, but she did know that an escape plan was formulating in her mind.

And then the armoured hooves landed right in front of her, evaporating every plan she'd come up with.

"If anyone is going to eat these delicious ponies," snarled Nightmare Shy, looking straight at Scootaloo, "it's going to be me. I can't tell you how long I've been waiting to bring back blood sacrifices."

"You won't get the chance!" snapped Sweetie Belle. "My sister is going to come back. You'll see. She and her friends are going to free Fluttershy, and they're gonna take you out, just like with Discord!"

"Oh, my dear..." The yellow mare shook her head with a _tsk-tsk_. "Answer me this: How can the Elements of Harmony save you now, when one of them is possessed by me and another is dead?"

"They – They'll find a way! They always find a way!" She didn't miss a beat in responding, but the wavering break in her voice halfway through the sentence betrayed the uncertainty in Sweetie's mind.

"Ah, brave new Equestria... That has such putzes in it. You really are quite foolish, young one. I'm going to keep you and your little friend with the bow tie alive for now. It's always good to have some leverage against those you're fighting when you go into negotiations. This orange orphan, however... She's quite full of energy. She will make an absolutely wonderful meal before I march off to Canterlot."

"WHAT? NO!" Scootaloo lunged her body fast enough to swing her hind legs into the neck of Rover, catching the Dog off guard and causing him to drop her. Before he could grab her again, she jumped up, closing her eyes while she flapped her wings in the vain hope that she'd lift herself out of range – and nothing touched her. She opened her eyes – she was flying! She couldn't believe it! She was actually flying! "Yes!" She hung in the air, temporarily mesmerized by her newfound skill.

"Scootaloo, look out!"

"Huh? Ah!" The new aerialist yelped as the tall Dog snatched her tail, trying to drag her down. "No! Bad dog!" She kicked his paw hard. He took a few strands of hair with him when he let go of her, but he let go of her. Her flight very shaky, Scootaloo flew higher and further away. It was still rather dark, but after quickly looking around, she spied what looked to be the shadows of farm buildings in the near distance. "Hang on!" she called down to the captive ponies. "I'm gonna go get some more help!"

"Follow her!" Rover cried to a few of the armoured bulldogs. "Follow her and bring her back h –"

"No. Let her go. She's not going to get very far on those piddly wings of hers. It will be quite the sport to hunt her later. But for now..." Nightmare Shy looked at the crowd. "I still want my midnight snack."

Scootaloo cringed at the screams as she flew away. She silently prayed it hadn't been a pony she knew.

* * *

When she finally woke, the first thing Twilight noticed was that despite the clock saying it was 0800, the sky had not changed from the night before. The sun was below the horizon, but not completely, making it neither dusk nor dawn. The darkest part of 'The Blue Hour' was frozen in the air. She would've laughed if it hadn't been so depressing. Of course it was now stuck in a permanent twilight. There was nothing irony loved more than kicking the unfortunate in the face while they were down.

Somepony knocked at the door. With her magic, Twilight simply locked it, and enchanted the door to make it much heavier than it actually was. She rolled back over and drew the sheets tight against her.

Hours passed. Knocking came and went, growing more frantic and determined as the time slipped by. The purple unicorn pulled the sheets tighter over her head and focused her ears to drown out the sound.

Finally, the door suddenly blasted open violently, propelled by the forceful kicks of both Applejack and Big Macintosh. Applejack thanked her brother, who nodded and walked off to attend to another matter. Meanwhile the farm pony walked straight over to her bedridden friend. "Twi? How are ya' feelin',girl?"

Twilight gave her a look of dull, detached incredulity. It was a look Applejack was all too familiar with. The purple unicorn then turned her head away from her friend and back to looking out the window. "I watched a good friend die at the hoof of another friend who's now possessed by a demon that makes Discord look like a sweetheart, I killed all of our pets and now I'm Princess of all Equestria by default of death." She rolled over in the bed to look back at Applejack again. "Other than that, I feel great."

"Oh, good."

"Good?" Twilight blinked, raising an eyebrow.

"Well, at least we know ya' ain't been took over in the middle of the night."

"Oh, yeah, sure." Twilight rolled back over. "Because that's so uplifting."

"Never said it was. I'm just sayin' that it's a good sign, is all. Need all of those we can get right now." Applejack walked over to the bed as she pondered the words of her friend's response. "So, durin' that whole séance thing with Zecora, Princess Celestia wasn't kiddin'? You really are Princess now?"

The unicorn nodded as she sat up, gazing forlornly nowhere. "Luna told me the day before yesterday. There's an official scroll signed by Princess Celestia in my saddlebag. I wasn't picked to be her personal student just because I turned my parents into potted plants. She was grooming me to be Princess one day. As her protégée, I was third in line for the throne. But obviously it wasn't supposed to happen this way at all. Now I'm a Princess with no Royal powers, none of the Royal memories, nor much training. We've got to restore them, Applejack. I'm okay with a leadership role, but this is too much right now!"

Applejack sighed. "There's a whole lot of things that we gotta face when we ain't ready for `em, Twilight. I had to start runnin' the farm when I was only Apple Bloom's age. I mean, yeah, sure, the rest of the Apple family was there to help me, but that didn't make it any easier, especially when Ma and Pa insisted in the will that I handle most of the duties with my own hoof. But I was able to get through it." She smiled, placing a warm hoof on her friend's shoulder. "And you're gonna get through it too, girl."

"...I guess," Twilight sighed back. "Luna was right about one thing, though: I never had experienced death until last night. Now I know why she could barely tell me about Discord killing her parents."

"Well, while that's an interesting tidbit about Discord and the past, he ain't who we're fightin' right now. I'm sorry to speed you through the stages of grief, but there's an entire world out there that needs its Princess. Equestria needs to know it still has one. We ain't about to let you lie in bed and mope all day."

"She's right," said Pinkie Pie, shoving the unicorn out of the bed with her head. Twilight didn't even bother to ask how her friend had gotten into the room, much less behind her, without being noticed. She got the hint and stepped off onto the floor before the straight-maned pink pony had the chance to send her sprawling onto it. Pinkie looked at her friend pleadingly. "Please, Twilight. I know you're stronger."

Twilight glanced at Pinkie, then back at the window. She pawed the ground, then looked at Applejack.

The farm pony rolled her eyes. "Ya' also can't go around completely hidin' how you feel, too, Twi."

Twilight looked back at Pinkie. Her lip trembled.

Pinkie nodded reassuringly. "It's alright, Twilight. I acted the same way when Granny Pie died."

And as her friends closed in to be at her side, Twilight let loose a barrage of tears. She cried for a very long time, letting out all of the hurt, shock and sadness she had completely suppressed the night before. By the time she was done, her bawling had attracted Rarity into the room as well. The fashion pony joined in the effort to comfort her. "Goodness, Twilight! I think you just cried enough for all of us."

"Feel better now?" asked Pinkie. "Well, I mean, not like totally better – I don't think any of us are going to feel totally better for a long time after last night – but better than you felt before you did that?"

Twilight nodded, wiping the last of her tears off her cheek. She did feel slightly better. Her heart was still heavy with sadness, but she knew that was a feeling that was never completely going to go away. Even if they were successful in resurrecting the Princesses, it was an immutable fact that a good friend, as well as a good acquaintance in Ditzy Doo, would still be gone, with no chance of ever bringing them back. "As much better as I can feel..." she replied, slipping out of the grip of her friend's hooves. "Thanks."

"You're welcome, darling," smiled Rarity softly. "Just remember, we've all been here before. We know exactly how you feel. We all feel the same way, but we all learned a time ago that we have to accept it."

The purple unicorn bowed her head. "I'm sorry, girls. I know I'm better than this. I've been trained to supposedly be able to handle something like this, but until last night, I'd never seen anypony, let alone any_thing_, die before. That's hard to forget. Suppose I just let the shock of it all get to me this morning."

"We never said in your training that it would be easy to ignore," said General Spur, entering the room. "But it's something you must endure. You're going to have to get used to seeing death, I'm afraid. This will not be the last time you or your friends will be forced to kill. But I'm sure you know that already."

"Can I note that despite the fact we're sad about Rainbow, none of our hides are grey?" asked Pinkie.

Twilight blinked – and smiled. Leave it to Pinkie. "Which means Nightmare hasn't broken us like he–"

"Not he." The General cleared his throat. "Nor she. Nightmare has no gender."

"Fine. But the point remains." Twilight's eyes and voice steeled up as she regained more of her normal composure. She let the soldier in her wash back over. "Nightmare tried to break our spirits last night the same way Discord did. But ultimately, it hasn't worked. We're still here. We have the Elements. And now we have something to avenge – not to mention family, friends and a whole world to save. It's time I started being the Princess I'm supposed to be." She started out through the shattered door frame.

"AMEN!" whooped Applejack, following the purple unicorn and the General out of the house.

Pinkie smiled as she followed, even though her mane stayed straight. "That's the Twilight we need."

"Wait!" cried Rarity, running after them. "Who's gonna pay Braeburn for the damage to that door?"

* * *

The sound of marching bolted Scootaloo awake from her nightmare. "RAINBOW DASH!" She speared her head in every direction, trying to remember where she was – before realizing she was sitting on a cloud, rather high in the air. She looked at her wings – then remembered. "Oh yeah..."

The marching stopped. The pegasus froze. She quietly and barely peeked down below the cloud.

A column of Diamond Dog soldiers was below her, laden in armour. They had stopped where they were, searching. Scootaloo instantly pulled her head up and laid flat, rolling the top of the cloud over her body. She hoped upon hope that none of the cockatrice she'd seen last night were with them. The Dogs knew she was there. They had heard her, and no way they couldn't smell her. They just couldn't reach her, and even though staying still was not in her nature, last night's events had given her patience. She forced herself to stay as motionless as possible, and waited for what felt like a whole day to her.

While she laid still, thoughts raced through her mind. What were the Diamond Dogs doing, anyways? Sweetie Belle had told her that Rarity had told her that they'd only wanted gems, and that they didn't seem to care much about anything else. They hadn't sounded so evil, more like someponies who'd just made a bad decision. Why were they helping that monster? Was Apple Bloom right? Were they not under their own control, like when Discord had turned Dash and her friends grey? And why did that thing need help from Diamond Dog soldiers, anyways? It had held the whole town hostage on its own...

Eventually, the soldiers gave up. The marching resumed. The pegasus cautiously emerged from her hiding and spied down below again. She watched the line of Dogs until they disappeared from view. She didn't know exactly where they were going, but she had a guess that it was towards Ponyville. She flew up to look around – and once again spotted the now-unmistakable shadowed farm building shapes in the distance. Feeling better thanks to her rest, the young foal resumed her flight towards the horizon.

The thought crossed her mind that she was running away again. Scootaloo laughed to herself, thinking back on that. The cruelty of the orphanage in Fillydelphia was a slap on the hoof compared to this. And she hadn't really run away from that, so much as stood up to it and escaped. But she'd been too scared to call the authorities and stop it from happening to the other foals. She wasn't running away this time. Dash hadn't run away. Granted, Dash was dead – but she had died saving a life. Dash had been brave. "Scootaloo needs to be brave, too..." she said, suppressing her fear by growling it out loud. Saying it that way did make her feel slightly more confident, less scared. She was going to need that confidence. Someone else Dash knew _had_ run away. Scootaloo had to be able to convince her that that was lame.

* * *

The ponies found Braeburn in the hospital, talking to a wide-awake Spitfire and Zecora, who were sharing a room. In the year since their last visit to Appleloosa, Braeburn had been elected as Mayor based on his fairness, honesty, and good rapport with the buffalo during the big land dispute. He looked up as Twilight and company walked in. "Oh, hey, Cuz. Doctor says it looks like these two are gonna do just fine. Still sad to hear about your other friends... You here to see them or me?" he asked, noticing that Twilight's gaze was firmly cast on him instead of the recovering patients in the room.

"I think we'll be alright." Spitfire grimaced, smiling across pain. "Even if I have to lie here for a time."

"Every wing needs to rest once in a while," remarked Zecora, rather cheerfully for someone who was almost completely covered in bandages and no longer had the bottom half of her body. "Considering my alternative, I am just glad to be alive. I owe it to you ponies. Thank you." She nodded at Twilight.

Twilight nodded back. "Anything for a friend, Zecora."

"Hey wait... That didn't rhyme..." Pinkie tilted her head.

Zecora laughed. "I don't normally speak in rhymes. It was just to tease you ponies, since you seemed so scared of me at first. I guess I decided to have some fun and make myself sound more foreign to you."

Twilight magically opened her saddlebag and unfurled the signed scroll from Princess Celestia, holding it up so Braeburn could see it. "I am here not only as your friend, Braeburn, but as the sitting Princess of Equestria. I am requesting that you set up an urgent meeting immediately. I request representatives of the Buffalo to be present, too, please. Hurry! There is much we have to discuss about Equestria."

Startled by the revelation, Braeburn gulped. "Um, sure, Miss Sparkle – uh, I mean...Princess Sparkle! Be back at my house. Just gimme a few minutes!" He galloped out of the room to gather up everypony.

Applejack smirked. "Should we get Rarity to make you a crown?"

"Very funny, Applejack."

"I'd still be concerned about that beautiful door in his house you kicked down," noted the fashion pony.

"That? Aw, Big Mac probably already has that fixed by now. Braeburn won't even notice a thing."

Spitfire found her voice again. "P – Princess?" Her eyes fell on Twilight.

"Celestia's student, in charge." Zecora smiled. "I can think of no better pony to be Princess right now. A true shame that it had to happen this way, but such are the pits in the peach of life that we eat."

"Zecora, you said you saw Fluttershy get possessed yesterday. Did you see anything that would constitute a possible weakness in the possession spell Nightmare used? Something that, if exploited, would make it easy to break?" The question was probably pointless, but it didn't hurt Twilight to ask.

Zecora sighed. "A very clever question. Unfortunately, no. I've never seen more sounder magic than perhaps that of Discord and the Princesses. I'm afraid there are only three options to free Fluttershy from Nightmare's grasp, but since I don't believe anypony will be able to get that spectre to willingly leave her, it falls to two options: Do as Princess Celestia instructed you to last night – yes, I heard everything she said to you through me from Limbo last night..." admitted the zebra, "...or kill her."

"Kill her?" gasped Rarity. The phrase struck all the ponies like a hammer to the eye.

Applejack hung her head. "I was afraid of that."

"No. No. NO! I don't even wanna THINK about killing Fluttershy!" Pinkie protested "That's awful!"

"If we can't restore the balance of the Elements and rekindle the Flame, we just just might have to," said Twilight, not happy at all. "The only other choice we have is to let Equestria be destroyed." She looked up, fire in her eyes. "And as sitting Princess, there is NO way I am going to let THAT happen. But that is the final, FINAL last resort we have. It's one I want to desperately avoid. Besides, from a position of calculation, actually killing her and ensuring Nightmare doesn't escape and gets destroyed with her – that's a feat of almost equally proportioned odds to the feat of pulling off our best option. What?" she asked, seeing her friends' horrified reactions. "That was strictly a scientific hypothetical!"

Pinkie shook her head. "Girl, sometimes you just need to stop talking."

Spitfire just blinked. "I am so out of it. Why are you talking about murdering your friend again?"

"I'll fill you in after they've gone." Zecora chuckled. "The Princess does have a meeting to attend."

"She's right." Twilight motioned to the others that it was time to leave. "Come on, girls. Our friends need to get the rest they deserve. Besides, General Spur must be getting bored."

General Spur was waiting for them outside the hospital. "Can I tell you 'I told you so' right now?"

"Go ahead, rub it in, General," Twilight groaned. "There was no harm in asking her now, was there?"

"I suppose," he replied as they started to trot back to Braeburn's house. "But honestly, your new Highness – I _was_ around for Discord and Nightmare Moon. Putting ponies into situations where every way out is an option nopony wants to take, then sitting back and laughing as they squirm is all this demon's about. Nightmare has tremendous skill in magic. There's no way it would be so careless with a spell. But compared to the past, I'd say Nightmare has lost a substantial amount of its magical talent. Six powerful ponies fueling the Elements of Harmony must have really done a number on it last year."

"So the Elements do drain magic from whomever they're used on..."

"Yes, but it's proportional to the power and number of the wielders. You alone are capable of being more powerful than Celestia and Luna combined, Twilight. Add a few strong earth ponies, pegasi and a second unicorn in Rarity – and they must have drained a lot of magic from Nightmare. I've no doubt."

"What the hay? I didn't see Nightmare Shy actin' like she was weak with magic..." cut in Applejack.

"You didn't see Nightmare Moon pick up a whole mountain and drop it on a full regiment of alicorns," General Spur shot back. "Granted, it was amplifying Luna's magic, but that's a feat even for a Royal."

The farm pony blinked, "Oh. Well then."

Twilight just sighed, mumbling to herself. "But if Nightmare can amplify the magic of its host body, why did it possess a pegasus? Why not a unicorn again? From a tactical view, it doesn't make sense."

The General looked at her like she'd suddenly asked him if he liked bowling completely out of the blue. "Are you kidding me? It makes perfect sense tactically. Think about it – Nightmare had control of magic powerful enough to corrupt the stars while occupying Princess Luna, and failed spectacularly. What better move to make next than the one nopony who'd fought you before would ever expect?"

Twilight cursed herself for not seeing that. Yet something still didn't fit right about the situation in her mind. A good tactical move it may have been – "but it could also have been one of desperation... or Nightmare's strategically holding back on using powerful spells because it's trying to conserve..."

"Hrm?" The General waited for a finished sentence that never arrived. He soon shrugged, walking on.

"What I want to know," said Rarity, "is what do the Diamond Dogs have to do with all of this? Nightmare Shy mentioned making them an offer while she was threatening to kill Sweetie Belle."

"Diamond Dogs?" A cog clicked in place in General Spur's head. "I knew I recognized that armour!"

Hearing this, suddenly the gears connected in Twilight's brain as well. She and the General looked straight at each other, both knowing exactly what the horrible revelation was that they'd arrived at.

"Uh-oh." Pinkie cringed. "I don't like the look of those looks they're giving each other."

Applejack raised an eyebrow. "I feel like I should be more worried than I am right now..."

"The Diamond Dogs were loyal to Nightmare Moon," General Spur snarled. "They have millions of soldiers. If Nightmare has their loyalty again – or forced loyalty again, what sounds more plausible –"

"–it's going to use them to seek out a way to supplant the magical abilities it lost to the Elements." Twilight glared. "In short: Nightmare Shy is going to attack Canterlot next. To get to Discord."

Rarity gasped.

"Eeyup." Applejack gulped. "Quakin' in my hooves."

* * *

Nightmare Shy looked over the Diamond Dog troops as they arrived in Ponyville's ruined town square. "Good, good... It's nice to see what a little persuasion can do. Just a few more units before we attack."

Trapped with the other ponies in a cage made of bones and metal, in the pile of shattered rubble that used to be where Carousel Boutique had stood, Granny Smith fumed, shaking the bars of her prison furiously. "Even if you take the city, you ain't gonna rule Equestria for long, ya' liver-bellied spirit!"

"Yeah!" added Sweetie Belle, Apple Bloom, and the other pony that remained with them.

Nightmare Shy cocked her head towards them, before turning and trotting to the cage. "Granny Smith, you really are a wonder. I can tell where Apple Bloom and Applejack got their stubborn side from." She gestured at the bars. "You see those bones your hooves are touching? You're currently being held in a cage made from the former Diamond Dog King. Oh, and whoever that pony was that I ate last night."

Horrified, the old green mare recoiled from the bars. "Why... You monster!"

"Well, thank you for the compliment!" The mare sneered. "I hope you can treat me with that kind of positive demeanor from now on – or Apple Bloom might just wind up literally inside her ol' Grandma."

The possessed pony laughed, turning to leave as Granny Smith comfortingly hugged the shocked foal. "And besides..." She stopped, and looked back at the prisoners. "Who says I want to _rule_ Equestria?"

* * *

"...and so, due to the extreme urgency, I am ordering General Spur to fly to Canterlot immediately, as fast as his wings can take him." Twilight paced in Braeburn's living room, where sat him, Sheriff Silverstar, Chief Thunderhooves and Little Strongheart of the Buffalo tribe. They all had been informed of the situation. Her friends and General Spur stood behind her. "Neither he nor I expect our forces to defeat Nightmare Shy – but we can delay the assault long enough to sneak Discord's statue out of the city. There's no doubt Nightmare knows about the Flame, and will seek to stop us from finding it first, so it can destroy it and eliminate the Princesses forever. But Nightmare's not powerful enough to destroy the Flame on its own. Discord is a far younger spirit, and even with the Elements used on him twice, he probably still has that power. If we can keep Nightmare chasing after two goals instead of one, we spread its forces thin and buy my friends and I time to complete our mission."

General Spur nodded, and bowed gracefully to Twilight. "Before I go, Your Highness – allow me remind you: I think magic is a crutch. I can't tell you how many good unicorns I saw get slaughtered because all they'd been trained in was magical warfare. If an enemy gets in close on you and you're not prepared for it, you're not going to be able to summon any spell fast enough before their hooves or whatever extremities they have are upon you. It's why we trained you in hoof-to-hoof combat first. Don't get caught up in your spells and forget that you have those skills. They will keep you alive."

"I won't, General. Now go. Canterlot need you." Everypony watched him turn and head out the door.

"...Why not just destroy Discord's statue?" asked Silverstar as Spur flew past the window behind him.

"No. The Elements are out of balance right now, making the spell on him unstable. Destroying the statue could destroy him – but could also free him. I don't want to risk helping our enemy. Discord was once as murderous as Nightmare. We don't need him unleashed and angry on top of everything else."

She turned to Braeburn, Silverstar and the Buffalo. "This is why I've called you all here. By the fate of us arriving here first, this task falls to you. I need the best runners in all of Appleloosa, be they pony or buffalo, to ride out to every city and country of Equestria. Every creature loyal to this world must be informed of what has happened. And they must be told: Prepare for war. Unless Appleloosa has some unicorns or airships hiding around here, by the time the message reaches most of them, the attack on Canterlot will have already begun. All must be ready to gather and fight at my signal, if needed."

"What signal?" asked Braeburn.

"I – haven't figured that out yet." Twilight blushed. "But when I do, you _will_ know it when you see it."

"What do you want us to do?"

Everpony turned to see Dinky Doo standing in the hallway with the other orphans, Trixie and Prince Blueblood behind her. "My mommy protected me with her life. Who's gonna protect us like she did?"

Prince Blueblood sighed. "Well, hopefully, this town is small enough for Nightmare not to care about once our new Princess and her friends have set out. But still, in case Nightmare doesn't –" He turned to the orphans. "Children? Consider yourselves adopted. As of right now." The surprised orphans cheered, piling on their new father – although Dinky stayed back, simply smiling warmly. "Ah heh..." Blueblood nuzzled Sunshine as the little colt cuddled his ear. "I'll stay here and protect you silly little foals."

"Whaaat?" Rarity looked at her friend. "Twilight, surely you won't allow both of the ponies who have faced Nightmare before to be absent from our party when we go after this Flame! You just can't –"

Twilight shook her head. "Prince Blueblood is free to do as he wishes, Rarity. He forfeited his post as a soldier a long time ago. As such, I cannot order him to do anything as I can with the General."

"But – He can help us find Sweetie Belle faster –"

"Don't worry, Miss Rarity." Dinky hugged her tightly. "You'll find Sweetie Belle. I know you will. And when you come back, I'm sure you'll make a wonderful mother, just like my Mommy was. I know she'll be very happy seeing that two unicorns are raising me." She gazed straight up at the rather confused fashion pony. "I mean, you are gonna marry Prince Blueblood when you get back, right?"

The question made the two unicorns blush profusely. "Um... Well... I – think – it's a tad too early to say..." Rarity hugged the young unicorn in return. "But I will think about raising you, sweetheart. I didn't know your mother very well, but I knew enough to know that she was a wonderful pony."

"Who's gonna help us, then?" asked Applejack. "I mean, yeah, sure – Twi, Pinkie, Rarity and I could do this together – but I think it'd be nice to have some extra hooves to help us."

"Miss Trixie will go with you." The blue unicorn stepped forward, bowing. "The children are Blueblood's responsibility now – however, I _do_ expect payment when this is all over..." She suddenly blushed in embarrassment. "And also... Her Highness will have to teach me advanced magic."

"I'm okay with that. Everypony else okay with that?" asked Pinkie.

"You can stop bowing now, Miss Trixie." Twilight chuckled. "And yes, you may accompany us."

Chief Thunderhooves stirred. "I volunteer our forces to protect Appleloosa. Discord and Nightmare Moon were but fleas to our kind in the ages past – I have no doubt we can weather another assault."

"I'm with you on that, pardner," said Sheriff Silverstar, standing and shaking hooves with him. "If that monster comes anywhere near here, we're gonna let it know that you don't mess with Appleloosa!"

"Eeyup! Count me in!" Big Macintosh stood tall at the bottom of the star. "Door's fixed, by the way."

Twilight hung her head. "It is my turn to feel humble. Thank you, all of you. Your kindness inspires."

Little Strongheart walked over and put a hoof on the new Princess' shoulder. "Anything to honour the friendship of Rainbow Dash." The comment brought tears to Twilight's eyes. "Do not despair for her, your Highness. Look into the sky. I'm sure you think this permanent twilight to be Nightmare mocking you, but I see it differently. All that blue – I see our friend, giving us the light we need to find our way."

Applejack stared out the window. "Y'know... I can agree with that."

The purple unicorn smiled, one tear slipping from her grasp. "Yes. I think I can see it that way, too."

* * *

When it finally came into view, Scootaloo gasped. Fields of rocks and bare dirt stretched for acres, the hills surrounding the valley looming in the shadowed distance like giant trolls. The grey dust that had gathered on the rocks was subtly accented by the dark blue light of the sky, making it look as if ice had formed on the pebbles and boulders. The windmill was rusted and broken, the one remaining blade trying futilely to catch the breeze that passed through it. The farmhouse's roof had caved in, its broken gutter spilling onto the front porch. It was a wasteland, clearly having been abandoned by its owners long ago. The only structure that still intact was the rusted silo that towered next to the windmill.

The door of which was open – revealing a faint light inside.

And movement.

The dust and dirt sprang up like a smoke bomb in the foal's face when she landed. Scootaloo snapped her hooves and wings over her mouth to cover her sneeze. She hoped whoever was in the silo didn't hear. Cautiously, she tiptoed towards the building, using the light steps she'd – almost – mastered while sneaking around during some of her Cutie Mark Crusader adventures. The occupant still hadn't heard.

"Lame... Lame... Wow – Super lame..."

Sticking her head around the corner, Scootaloo saw her. The Dogs hadn't been kidding. The griffon was standing next to a giant pile of gems, apparently sorting them – although they were all ending up in her "Lame" pile. The young pony got the suspicious feeling that this wasn't the first time she'd done this.

It was a rather sad sight to see. Scootaloo took a step back, trying to figure how to best approach her.

And her hoof snapped the one twig that happened to be on the ground.

Gilda stopped, holding two gems as she straightened herself up – but she didn't turn around. "Alright, Dash. You win. I was a jerk. I'm sorry. So why are you here now? Because you're so lame you couldn't protect your precious Princesses from dying and now you wanna come cry to me about it? Way to go."

Scootaloo recoiled, the tears surging back up to her eyes. She stood there, frozen.

Hearing no response, Gilda just got more annoyed, whirling around. "Is that it, Da – who...? Oh. Oh, I get it. Dash isn't girl enough to come cry to me herself, so she sends her young flank-kisser to do it for her? I see how it is. ...What?" she bellowed. "Stop it! Why are you looking at me like that, kid?"

Scootaloo trembled before spitting it out. "...Rainbow Dash is dead!"

The two gems clattered to the floor.

Crying, Scootaloo spun around. "I guess I was wrong in thinking you could help us. You really are a jerk, like Dash you said you were! Go ahead, sort your gems some more!" she spat before flying off.

"Whoah! Kid... Hey, wait! Kid!" In a flash, Gilda was hovering in front of the young foal, strongly fighting her own waterworks. "Look, kid... I'm sorry. Okay? I'm sorry! Come on, now... Touch those hooves down and talk to me, alright? I want to know what happened. I'll try not to be a jerk, I swear."

Still crying, the young pony dropped to the ground, throwing up a cloud of loose dust as she plopped to the ground flat on her belly. If the irritating cloud caused her to sneeze again, she didn't care to notice. "It killed her. She got be a Wonderbolt for like five minutes, and then that ..._thing _that took over Fluttershy killed her and the Princesses! The closest I had to an awesome mom – and now she's dead!"

Gilda started to visibly cry. Memories and regrets fill her head. But she forced herself to hold up her tough demeanor. "Okay, I don't mean to sound rude here, kid – but why come to me? To vent?"

"My name is Scootaloo, Miss Gilda. And I came here because I thought you could help me free my friends in Ponyville – and then help Rainbow's friends, too! ...Wherever they went on that train..."

"But seriously, why me? Why not somepony else?"

"I DON'T KNOW ANYPONY ELSE CLOSE ENOUGH!" shrieked the distraught filly.

"Whoah, whoah! Okay, okay! Calm down, k – Scootaloo!"

"I DON'T WANT TO CALM DOWN! MY FRIENDS ARE BEING HELD CAPTIVE BY A MONSTER! A MONSTER THAT EATS OTHER PONIES! I DON'T WANT THEM TO _DIE!"_ The young filly caught herself, choking back some more tears. She looked square into the eyes of the shocked griffon. "You missed her. You missed her friendship. But you were too full of yourself and scared of what she'd say, so you didn't go back to apologize like you did when you thought I was Dash. I ran from a bad orphanage in Filly, and was so scared of retaliation that I didn't do anything to help my old friends there. Some of them probably died from the beatings I didn't tell anypony about. I am NOT gonna let that happen again. But I'm no match for that demon or the Diamond Dogs, which it has under its control. You are. That's why I came to you. I promised my friends I'd find help and save them!"

Gilda dropped back onto her haunches, unable to produce words. It was so much to absorb. Her old friend was dead. It was only after Rainbow severed their friendship that it had all come crashing down on top of her head. That moment had split her ego apart – and now the combination of the knowledge that she could never get the chance to even try to apologize to her old friend, plus the the little foal's words – they were just rubbing salt in the wounds, reminding her of just how alone she'd made herself.

"You don't have to be alone."

The griffon felt something. She pulled her sorrow-filled eyes out of her feathers – to see Scootaloo's hoof kindly touching her shoulder. The young pony smiled the best she could through her own grief.

"If you help me – If you help Dash's friends... You not only won't be alone anymore – but you'll also go down in history, forever remembered as a hero. A hero like Rainbow Dash. That cool enough for you?"

_And wherever Dash is now, she'll forgive me..._

A grin slipped out of the forlorn expression on Gilda's face. It was her first genuine smile in ages. She almost didn't recognize the movements her jaw muscles made, it had been so long. "Alright, kid. You win. Just don't expect my personality to change much anytime soon. Tell me what I'm up against."

* * *

"Only a few hundred of us against Canterlot? Dogs will get destroyed!" whined Rover – tripping and barely catching the sealed bucket he was carrying before it hit the ground and spilled its contents.

Nightmare Shy stopped walking. She lifted her head up. "Would you like me to destroy you all instead? Because I can still do that. At least this way your pack buddies will be able to die with some honour." The Dog shrunk back in apology, knowing his place. "Well, this is nice. You're finally beginning to learn. Now watch where you're going and Don't. Drop. That. We need them to be intact for Canterlot."

Fido appeared, holding a small cage of bone, with Sweetie Belle locked inside it. "As you requested, Nightmare! Little pony still quite annoying, though! Why we have to take her with us, after all?"

"Leverage, Fido... Leverage. You want the white unicorn to come to us? That's her sister."

Sweetie Belle gasped. "You better not touch Rarity, you filthy monster!"

In a flash, Nightmare Shy's face was nearly flat up against the cage. "Let me ask you, Sweetie Belle... Would you like to keep your precious horn?" Her living mane rippled, disconnected a blade from her armoured wings and held it up to the foal's horn. "I will admit, I'm still quite sloppy with this spell, so if you do give me a good reason to cut it off – I can't guarantee that only your horn will be slit." The little pony gulped as the blade slid down her face and traced a line over her choke marks from earlier.

Satisfied, Nightmare Shy returned to business as Spot came out the town, draining the rest of a liquid from a can before discarding the container. "Ponies moved to center of town! Everything prepared!"

"You two should really be more like Spot here. So appreciative!" The evil mare's smile faded in an instant. "Burn it down. Make 'Momma' proud." She turned to the troops. "We march to Canterlot!"

"No! NO!" All Sweetie Belle could do was scream in protest as she watched her fading town ignite.

* * *

So, the Diamond Dogs are – " Gilda was interrupted when the horizon erupted into a bright orange glow. She squinted. "Is that the sun over there? I thought you said the Princesses were dead, kid!"

"If that's the Sun, it wouldn't be dark here!" Scootaloo flew up – and her jaw dropped in absolute horror when she spotted where the glow was coming from. "Oh no – It's Ponyville! Ponyville's on fire!"

"Come on, then!" Gilda grabbed the foal and blasted off into the sky as fast as she could, racing for the glow. "Time for a flying lesson, Scoots!" She threw Scootaloo out in front of her. "Keep those wings flappin' as hard as you can! You're gonna get tired pretty fast, so just stop if you do and I'll catch you!"

It was a strange time to get a flying lesson, but Scootaloo did as instructed, powering her wings as fast as she could. After a little while, she suddenly realized she _wasn't_ getting that tired. She chuckled slightly before the worry filled her brain, and she focused on getting back to saving her friends. At the speed the two were flying, the ground screamed past below them. The foal wanted to enjoy the thrill of the flight a lot more, but she simply couldn't as the flickering glow grew nearer. She was surprised at how fast they were getting back to the town. Had she really flown that slowly getting out of the place?

None of that mattered the instant the smoke billowed into her face and the screams could be heard below. Choking on the smoke, her wings all but stopped – only for the diving griffon to grab her before she dropped into the flames. "Hang on, kid!" The heat and brightness of the flames was intense – but Gilda pushed through it, tearing in the direction of the screams. Eventually, they broke through the wall of fire and into a circle of smoke – buried in which was the cage holding the captives. "They they are!"

"Gilda? Scootaloo!" shrieked Apple Bloom, upon recognizing her friend. "Help! Granny and the other fellow have already fainted!" She coughed wretchedly. "I don't know how much longer I can take –"

"Shut up and save your lungs!" Gilda yelled. She scanned the cage – and noticed through the smoke that some of the metal had already melted. Unsheathing her claws, she slashed the softened areas – and the cage fell apart like the the pile of bones it mostly was. "Go! Run! I'll get the rest of `em!"

Apple Bloom still didn't know what Gilda was doing with Scootaloo, but she didn't question the griffon's judgment. She bolted towards open air, following her orange friend out of the blaze. The instant they burst free of everything, the little filly collapsed, coughing violently. "Scoot – Scootaloo–"

"I'm here, Apple Bloom!" cried Scootaloo, holding her friend. "I told you I'd find help!" The light olive hooves suddenly stopped moving. "APPLE BLOOM!" She put her ear to her friend's chest, ready to cry if she didn't hear anything. Luckily, she did. "Oh, thank Luna!" The tears came anyways, but they were happy ones. Her friend was alive. Burned in places, but alive. That was all she needed to know.

"AARRGH!" With a big grunt, Gilda finally dragged one of the other captives, a brown stallion with an hourglass for a cutie mark, free of the flames. She dropped the unconscious pony by the unconscious filly. A loud CRACK made her look up. The rest of the Grand Pavilion – right over where the captives were – was beginning to crumble in on itself. She ran to the creek nearby and doused herself with water. She knew it wasn't going to make much difference, but it would make sure she wouldn't burn _as_ fast, so she did it anyway – and raced back into the wall of smoke, beelining for the old green mare.

She grabbed the old pony, and with all her strength, began to drag her out. But the heat and smoke were beginning to get to her, making her slower. Another loud CRACK above. She flapped her wings to focus her strength, not caring how much she was fanning the blaze. Part of the roof of the Pavilion collapsed next to her, sending a shower of burning splinters across her face. She screeched in pain as the embers splashed into her eyes - but she kept dragging the mare away from the blaze anyways.

The last remaining supports for the Pavilion burned through – and with a deafening sound that could be heard over the roar of the blaze, the building came crashing down in a hail of splinters and flame.

And Gilda emerged from the smoke – suddenly noticing Scootaloo had run in to help her, and was dragging the mare with her teeth. The griffon collapsed, gasping. "Well... That heroic enough for ya'?"

"Yeah – but they still need to go to a hospital! How are we gonna do that?" worried the orange pegasus.

"Just leave it to –"

The griffon was once again interrupted by a wave of magic energy engulfing the town. The fire went out at once, instantly turning into a giant plume of smoke. When it cleared, a small purple dragon emerged, running towards them full speed. He stopped, a little confused. "Scootaloo? Gilda?"

"SPIKE!" Scootaloo ran towards the baby dragon, hugging him greatly. "Oh, it's so good to see you!"

"What's she doing here?" he asked, pointing at the griffon.

"_She_ just saved the flanks of your friends who got left behind," growled Gilda. "You should thank me."

"I do, Miss Gilda." Twilight's mother and father appeared. Her mother bowed her head. "Thank you."

"Uh...Who are you?" Gilda scratched her head.

"Oh! Forgive me! I'm Twilight Velvet. This is my husband, Cosmic Sparkle. You've met our daughter Twilight Sparkle before. I believe Rainbow Dash liked to tease her with the nickname 'egghead.'"

"They need a hospital!" Scootaloo cried. "Where's the nearest one? Can you teleport us there?"

"Calm down, Scootaloo... Dear, see how much you can stabilize them with your healing spell."

"On it, honey!" Cosmic Sparkle strode over to the rescued ponies and began to treat them, starting with Granny Smith. His spell cast a warm, soothing glow over the mare's body. Some of the wounds on the top of the old pony's hide healed, but not many of them. "Yeesh, these are some pretty severe burns..."

"Please, Mrs. Velvet!" Scootaloo looked at the unicorn mare with pleading eyes.

"Scootaloo, CALM. DOWN. They're going to be okay. The nearest hospital is in Hoofington, but they're using it to board up Canterlot evacuees. Spike, where was that train that was here going again?"

"Last time I was on one of those kinds of trains, it was when we went out to Appleloosa."

A loud CRASH turned everyone's head. The barn at Sweet Apple Acres was now a pile of ashen rubble.

"Appleloosa! That's it! Yes, there's a good hospital there. Hang on, everypony – this will take me a lot of effort." Twilight Velvet's horn glowed brilliantly – and everypony suddenly disappeared in a flash.

* * *

After the meeting had disbanded, the ponies ate lunch and prepared their saddlebags for the journey. Twilight had no idea which direction they were going to set off in, but she did know she wanted to go away from Canterlot. Heading out the door, the orphans no more said goodbye to Trixie, thanking her for caring for them until Blueblood had adopted them, and letting her know they hoped she came back.

And when they were done, Trixie stepped outside – to find her party staring at a glow in the distance.

"Are you sure that's not Canterlot, Twilight?"

"I'm positive! That's Ponyville! It's on fire!"

"Granny Smith! Apple Bloom! Oh, I hope they got away from that!" cried Applejack.

Rarity was on her knees in terror. "Nonononononono, please, no..."

The ponies just sat and stood, staring at the glow coming from behind the hills in the distance.

Then after about fifteen minutes, the glow disappeared. Shortly after, there was a bright flash – and then another bright flash blasting right in front of them. Twilight Velvet, Cosmic Sparkle, Gilda, Scootaloo, Granny Smith, Spike and the other brown stallion appeared right in front of the group.

"Mom!" Twilight ran to her mother as the mare became beyond woozy and collapsed to the ground.

"Twilight, my Princess...Don't try a long-distance teleportation spell with six passengers." Her mother smiled. "Really...Really takes a lot out of a pony." She gasped for breath, then promptly passed out.

Twilight smiled back. "I'll keep that in mind, Mom."

"Granny! Apple Bloom!" The farm pony was instantly at her family members' sides. "BRAEBURN! BIG MAC! GET THE AMBULANCE AND GET YOUR BIG FLANKS OUT HERE!" she bellowed. She nuzzled the hooves of her little sister and grandmothers. "Oh, lordy...Hang in there, both of ya'!" As her cousin and brother barreled out the door, the farm pony turned to Scootaloo. "What happened?"

"I – I don't know!" The foal whimpered. "That monster captured us, I got away – or, I think, actually, it let me get away – and I flew to that abandoned rock farm to ask Gilda for help! We saw the fire start, flew back, and she saved them from the fire! They were in some kind of cage when we found them!"

"Gilda saved them?" Applejack looked up at the griffon with a stunned expression on her face.

"Yeah. I did. Thanks for finally noticing me," scoffed Gilda.

Rarity practically squeezed Scootaloo in her hooves. "Where's Sweetie? Please tell me she's not–"

"I don't know! She wasn't in the cage! I think they still have her!"

Rarity sighed. It wasn't exactly a happy sigh, considering her sister was still being held captive – but the knowledge that Sweetie Belle wasn't dead was still a rather welcoming relief to the fashion pony.

Scootaloo bit her trembling lip. "Is Apple Bloom gonna be all right?"

"Shh... Calm down, Scootaloo." Trixie nudged the foal with the gentlest of touches. "Your friend is going to be fine. Come on, dear. Why don't we go inside for right now? You've had a long day." The filly sighed, and silently agreed, mostly happy to know that she was finally safe for the time being.

Applejack sighed. "Well, this kills our chances for headin' out today..."

"Appleja-"

"I ain't leavin' this place until I know fer' absolute sure that Granny and Apple Bloom are okay, Twi! We'll just have to sit here and watch the Canterlot fireworks right where we are, if ya' don't mind!"

Twilight didn't even begin to fight it. She knew she'd act the same way if it was her family on the receiving end. She nuzzled her father for comfort from her worry as the ambulance finally arrived. Spike noticed and came over to her. Without a word, he hugged his surrogate mother. She hugged back. She looked at him. "You might wanna go hug Rarity, Spike. I think she would appreciate it."

Spike glanced over to see the slightly forlorn-looking fashion pony sighing at the ground. He casually walked over to her. "Rarity?" She looked up at him – in time to catch his arms wrapping around her. She seemed to take it in stride, smiling rather contentedly. "Just though you needed one, is all."

"Thank you, Spike. You will always bee one of the kindest souls I know."

"We'll get Sweetie Belle back. You'll see."

The unicorn glared at the horizon. "Oh, we'll get her back all right..." she growled. "I will see to that."

Applejack strolled over to Gilda. She took her hat off. "Gilda, I want to thank you. For saving them. I don't know what compelled you to do this – but all the same, I thank you from the bottom of my heart."

"Yeah yeah, I know. Don't go all mopey on me. And... I'm sorry how I treated you all that time." Her eyes darted over to Pinkie, who was in earshot. "Especially the pink one. I really treated her like dirt. But that little orange squirt helped me pick myself back up. I figure if I can help you girls, then Dash will forgive me, wherever she is. If you you really want somepony to thank, thank that little orphan."

"I'll sure do that. And we could certainly could use a pair of wings to replace Dash and the General – especially ones that have been in a fight before. ...You have been in a fight before, right, Gilda?"

"Are you kiddin' me? I could pull the ears off a Manticore right now."

"You just might get the chance, with these girls," snickered Braeburn in passing, heading to his house.

Gilda and Scootaloo were determined to have only suffered minor injuries and were treated quickly by the EMTs. Then after the injured ponies were finally all loaded onto the ambulance, Applejack and Big Mac boarded the vehicle and went with the doctors to the hospital. Braeburn elected to stay behind to take care of his house. The rest of the ponies were left where they were, just watching the dark skies.

"Miss Gilda?" Twilight approached. "Thank you very much. You've done a great deal of good today."

The griffon huffed. "What are you, the Princess now?"

Spike held back a knowing snort. Not very well.

Twilight smirked. "Actually...Yes. Yes I am."

* * *

Going over the Everfree Forest was a massive risk. He could be attacked – or at the least, whatever spies Nightmare had in there, they would alert the demon that he was coming. But it was the fastest way to Canterlot. And Nightmare probably already guessed or knew he was coming, anyways. What General Spur could not figure out, was why the Princesses had chosen not to tell Twilight anything. He had planned on telling them everything before they'd set out, but the discovery that Nightmare was going after Discord had thrown a wrench in that plan. Yet the history, no matter how horrifying, was too important for a Princess-in-Waiting to not know about. He'd been ordered to keep her in the dark, and focus on her combat training. They were to be the ones to tell her. Eventually. Nightmare had obliterated all but two of the alicorns into extinction, finishing what Discord started. Even in a weakened magical state, the evil spirit was still a cunning strategist – taking out the Princesses' physical bodies had proven that much. And yet Twilight Sparkle had been told none of it. He shook his head. _I should have told Blueblood to explain everything_, he thought. _Hope he's taken that initiative himself..._

Turning around the side of a hill, he spotted a glow in the distance. His mind raced. Had Nightmare already begun its attack? It didn't look like it was coming from Canterlot. But then, as quickly as he'd seen it, it suddenly disappeared, plunging the lands below back into near-darkness. Whatever it was, it was over now. He would find out soon enough if it had any consequence on the defense of Canterlot. The General flew on, grateful for the fact that soon he'd be able to rest his weary wings – if only for a few brief moments. A thousand-plus years of age didn't really make that much of a difference, but there were still some aches creaking through his body that he hadn't had to worry about back in his youth.

An hour later, he finally made out the spires of the mountainside city – and the massive, moving blob of soldiers on the road approaching it. The Diamond Dogs. Nightmare was close. Spur sped as fast as he could towards the city. The Royal Guard unicorns stationed at the front gate recognized him immediately, letting up their protective shield for a brief moment. The instant he was inside the city, he was led straight to the command center in the Royal Castle. The vantage point was very good – even in the darker light, he could see most of his troops and the majority of the city from where he stood.

The pegasus Twilight had wailed on in training approached him, saluting. She was actually Colonel Nuntia, and one of his most respected field officers. She got right to business. "The entire city has been evacuated, General. Sent everypony off to Hoofington, Trottingham and Fillydelphia. The pegasi were sent to Cloudsdale. We've checked several times, and as far as we know, there are no civilians left in the city now. If there are any – well then, Luna help them if they get caught up in the middle of this."

"Good. I saw a glow in the distance for a brief moment while flying here. Any information on that?"

"It was Ponyville, General. They burned it to the ground. For the intensity that we saw it burning at, it went out far too early to say it burned itself out. Somepony must have come along and doused it. With the permanent darkness, it's hard to tell if there are any casualties from here, even with telescopes."

"I see. Well, we can't help them right now if there's anypony left there. I saw enemy troops marching up the road as I flew over. There's not a lot of soldiers, but I suspect that's because Nightmare has some extra reinforcements that we're not supposed to see until they're unleashed on us. Tell the unicorns that some of them should ready their fire spells. That should rather make Sergeant Blaze's day, I believe."

"Yes, General!"

"And Colonel?"

"Yes?"

"Talk to the guards watching the Royal Gardens. I want a report on all the statues before they get here."

"...General?"

"Before. They. Get. Here." He locked his eyes on hers, letting them do all the explaining.

When she finally did realize, her eyes grew wide. "Yes, General! Right away!"

Other soldiers brought the General the rest of his combat armour. With little effort, the old pegasus was soon sheathed from head to tail in the lightweight but strong shielding. He hovered out of range of his officers, flapping his wings to test the speed of the blades on his feathers. Just the way he liked them.

They could hear the faint sound of the Dogs marching in the distance. Their enemy was drawing closer. The stallion sighed, closing his eyes and preparing himself mentally. It was only a matter of time now.

* * *

Pinkie Pie shuffled back into the house. The others wanted to see what they could see of the battle that was coming in Canterlot, but she honestly didn't want to see any more 'excitement' for the day. Not to mention something little Scootaloo had said upon her arrival was tapping at the back of her brain.

She found the young orphan being tucked in by Trixie. "Now, I don't think you need a bedtime story..."

"Blech! Heck no!" The filly stuck out her tongue and shook her head, causing Trixie to giggle softly.

Pinkie had to smile a bit too at how cute it was. It reminded her of the days long in her past, when she–

"Oh, hello, Miss Pie. Is there something I can help you with?" asked the ex-magician pony.

"Huh? Oh, no. I just have a question or two for Scoots, is all."

"I see. Well, don't take too long. Girl needs rest, after going through all that." Trixie nodded, leaving.

Scootaloo tilted her head. "For me? Also, what happened to your mane? Why is it all straight?"

The party pony looked off to her side, eyes dropped. "Even the happiest pony in the world can't be happy all the time, Scooty... And, before you ask, what happened to Dashie is part of it, yes. But there's another part to it now. I already told you half of that part when you asked me how I got my cutie mark."

"That was true? I thought you were pullin' our hooves after you said 'That's how Equestria was made!'"

"No. I wasn't lying about that. Scootaloo, um... Where did you say you found Gilda again?"

"That abandoned rock farm outside Ponyville. Why–"

"How long did it look like it had been abandoned for?" The party pony kneeled down by the bedside.

The foal scratched her chin. "If I had to guess, I'd say it was empty long before I was even born."

Pinkie looked at her for a second – then abruptly stood, turning for the door. "Thank you, Scootaloo."

"Wha - huh? Pinkie, wait! Why–"

The party pony stopped, her hoof on the handle. "Technically I've been considered an orphan since I went to live in Ponyville. That's the other half of the other part. Now I know to ask around while we're on this journey. Maybe somepony out there can give me the right news. Make it so I'm not considered an orphan anymore. Because nopony ever likes feeling this way. I want my true mane to come back."

Scootaloo didn't quite know how to respond. Hearing Pinkie not being her bubbly, happy self – and even sounding _wise_ like Twilight – was just strange. "Oh... Um, well, it's like you say: Keep smiling!"

She managed a warm smile back at the young pony. "No problem, Scoots. Now go to sleep, okay?"

The foal obliged, closing her tired eyes and drifting off into sleep. Pinkie quietly shut the door behind her. She turned around to see Gilda there. "Um, hey. Look, I already said I was sorry outside, but–"

Pinkie interrupted, enveloping her in a massive hug. "I forgive you."

Gilda sighed. "Oi. This is gonna take forever to get used to."

* * *

No speeches were needed. Without his presence His troops had recognized the coming threat and had prepared accordingly, even though they knew they probably weren't going to win the fight. That made him proud. But Twilight was right – he needed to be here. It just gave them that extra boost of morale.

Thirty minutes had passed. the marching growing steadily louder. With ears trained over a millennium of military service, General Spur listened for any sounds that didn't come from in front of him. The Dogs could only walk, yes – but Nightmare had control of more animals, and the flying ones could flank. The last thing he wanted to see was a flock of cockatrice break through the lines behind them.

"General!" Colonel Nuntia returned, bounding over to him. "The guards report all but one statue accounted for." Her eyes let him know which one. "They say the last activity in the Garden was Princess Luna running in last night – before she appeared in Ponyville. They say she never ran out."

The General acknowledged the message, amused. _Well played, my Princess...Well played._

"General What's going on? Is something wrong?"

"No. Everything's just right, Colonel. Return to your post and prepare for battle."

"Uh – Yes, General!" She saluted and fell back into formation.

"I CAN SEE THEM NOW!" cried a lookout, pointing." General, they have a hostage with them!"

That raised his brow. The elder stallion galloped over. "Binoculars, soldier. Let me see."

The lookout obliged, pointing the right place to observe.

The Dogs were coming into the bare light now, led by Nightmare Shy. Flanking the corrupted mare were three Dogs that stood out from the rest of the troops. "Two of the three Dogs in front are carrying sealed buckets, but the third one's holding onto – what looks like a cage made of bone, General."

The General spotted the third Dog – and instantly recognized the unicorn foal trapped in the cage. His face fell into a snarl. It wasn't that it was unexpected. He just didn't expect Nightmare to try it so early.

_And well played to you, too, Nightmare..._

He summoned the Colonel over with a nod. "Send a squadron to the airship launching docks and have them fly around the mountain, in case Nightmare orders them to drop the hostage to the back of their lines, so she won't get in the way of the attack. And do it quickly, so they're not seen taking off."

"Yes, General. ...And, if the hostage isn't moved back?"

"Then we'll have to think of something else, but at least we'll be ready to pinch them off. Nightmare's never given up a hostage willingly. Even if what it wants was here and we peacefully gave it over, you'd see that kid get murdered at the last second. As much as I hate it, she's safer for the time being."

Nightmare Shy stopped advancing. Rover threw his paw up to stop the troops. The nightmare pony stepped forward, dragging Fido with her as Sweetie Bell cowered in her cage. "GENERAL SPUR!"

General Spur spread his wings wide to let his presence be known, but did not move or say anything.

"Ah, so you have come back from the western front! Couldn't stand how quiet it was out there?"

The General scowled, his eyes narrowing to slits. Nightmare Shy couldn't see it, but he didn't care.

"Since you're back, then I assume you know why I'm here! I propose a trade: You bring out what I want, and I give you exactly what you want! I'm sure Rarity would love to have her little sister back!"

"Every deal made with you has a catch I'm not willing to take the risk on, Nightmare. You'll have to look in another castle, I'm afraid. What you want isn't here anymore, anyways. There will be no trade."

"WHAT?" shrieked the hostage. "No! General! Don't leave me with these freaks! Please!"

"Aw, look at that, Sweetie Belle!" Nightmare Shy taunted. "It seems the General doesn't value your life at all. Oh, well! If he doesn't want to do this peacefully, then I guess the only thing we can do is oblige him and endanger your life with a battle!" She gave a wordless signal, and Fido fell back, burying himself and the cage in the sea of his fellow soldiers. With another silent gesture, Rover and Spot ran forward, placing the sealed buckets on the ground. As they did so, the two leader Dogs began chanting in their native tongue. It started quietly, but quickly became audible to the rest of the pack.

The Dogs behind them picked up on it, and started chanting along. The chant grew faster, louder. Soon, it was accompanied by the armed Dog soldiers banging their spears and swords on their shields.

Spur locked eyes with his unicorn commander. "Ready those fire spells, Sergeant Blaze!"

The chanting was at a fever pitch now. Sweetie Bell covered her ears to block out the incredible din.

Nightmare Shy looked directly at Rover and Spot.

_**"RELEASE THE PARASPRITES!"**_

**END CHAPTER FIVE**


	6. Chap 06: Rakta

**Night of the Shy (Revamp)**

by Raefire

**CHAPTER SIX: RAKTA**

"_**RELEASE THE PARASPRITES!"**_

Out of the buckets on the ground appeared a few small flying insects. They looked harmless. Cute, even. The soldiers would have laughed, if it wasn't for Spur's training. All they saw were tiny red eyes.

In seconds, they were staring at a swarm of the things.

"NOW, BLAZE!"

At the General's orders, Sergeant Blaze gave the signal – and the fire spells ripped from the waiting unicorns and seared through the magical barrier, incinerating half of the swarm as the mass of tiny creatures began to gnaw on the defensive construct, duplicating themselves as they went. Each unicorn alternated their blasts, making sure there was never a break in the stream of flames. One unicorn could rest while the other attacked. It was imperative that there never be a break in the fire. The pests simply multiplied too quickly. The minutiae of magical control from Nightmare had turned them into a ravenous mass hungry for blood. They could be handled in small groups, but if the swarm was allowed to grow too large, it was the deadliest foe on the field, capable of devouring entire cities of ponies in minutes. And they could only be stopped by music or some devastatingly destructive battle magic. Exactly the kind of bizarre creature the spirit of chaos would create... While he admittedly admired the ingenuity of the creation, General Spur still cursed Discord for bringing the foul locusts into the world.

The fireballs licked the dimmed sky with blazing light, illuminating a standoff. For every parasprite that was seared out of existence, one would avoid the fire and duplicate in its place. The swarm stayed approximately the same size, spreading out and continuing to gnash their teeth on the barrier, hungry for the meat behind it. The unicorns holding up the shield began to grimace as the pain seeped in. It started to flicker slightly. They were not going to be able to hold it up for very much longer. But fire wasn't the only trick Unicorn Company had up their horn. Now it was time to unleash them, too.

"SHRIEKERS, NOW! GROUND TROOPS, GET READY FOR HOOF-TO-HOOF COMBAT!"

The Shrieker Squad ran into position and let loose with their absolutely ear-piercing bellows, the sonic shockwaves tearing apart the parasprites not consumed by the fire. A special unit of Unicorn Company, Luna had personally trained them to have a mastery of sound on top of the other basic battle spells, though they could not detonate the air as with the ancient pony tongue. Their screams also hit the perfect frequencies that terrorized their enemy. The ground troops smirked as they heard the Diamond Dogs howling in pain. Some of the armoured bulldogs were even on their knees, holding their heads.

Nightmare Shy frowned, her eyes glowing red. "PULL YOURSELVES TOGETHER, YOU CANINE COWARDS! REMEMBER WHO ELSE WILL NOT BE LIVING IF YOU FAIL ME HERE! NOW GET YOURSELVES UP AND PREPARE TO ATTACK!" Terrified, somehow the pitiful bulldogs managed to get themselves back into their formations. The corrupted mare snorted. "That's better."

Unfortunately, more accustomed to the shrieks as they were, the ears of the waiting Canterlot troops were starting to feel the pain, too. The Shrieker Squad could not be used for very much longer.

The barrier flickered massively. What few parasprites were left continued to chew on the defense.

Then, with a cry of pained exhaustion from its creators, the barrier fell.

The parasprites screamed in, splitting into multiple swarms and tearing into the crowd of hoofsoldiers. One poor soldier was lifted off the ground and hurled through the air, screaming as he fell to his doom. Some of the unicorns who'd been holding the barrier up joined their fellow Guards with their fire spells, and with one last attack from them and Shrieker Squad, they finally eradicated the bloodthirsty bugs – but not before more than a few unlucky soldiers had met their grisly end at the tiny beasts' jaws.

The survivors barely had time to recover before the Diamond Dog soldiers plowed into their ranks.

* * *

_"I'm all ready to go, Mom! All my bags are packed – oh no, did I pack Gummi by accident? Nope! Here he is! Anyways, I'm all ready to go and spread smiles and happiness in Ponyville, Fillydelphia–"_

_"Pinkamena, we talked about this before, my sweetheart – We need you to stay here a few more years."_

_"What? But Mom! You said when I was old enough I'd be able to go out on my own and see–"_

_"No, Pinkamena. The farm is losing money. We cannot afford to lose production with you gone right–"_

_"But you promised! YOU PINKIE PROMISED!"_

_"Pinkamena! Lower your voice right now!"_

_"No! No, NO, **NO! YOU! PINKIE! PROMISED!"**_

_"PINKAMENA! Calm yourself, young lady! You know full well your mother and I are trying to provide for this family. We just need you to stay here until the bits come start to come in again. Your sisters –"_

_"My sisters? Oh...Oh, I get it, Dad... Oh, I get it... You and Mom just want me to stay here and keep partying with my sisters so they don't see that all they're doing every day is pushing STUPID rocks around a STUPID field! And then they won't want to leave this STUPID farm when they get to be my age! Well, TOO BAD! I haven't been off this farm since I was BORN! I've earned my right to leave and see the rest of Equestria! And there is nothing you can do to stop me! **YOU****PINKIE****PROMISED!****"**_

_"Young lady, you take one step near that door – OW!"_

_"Pinkie! Why did you just hit Daddy? Why are all of you yelling?"_

_"Because THEY broke a Pinkie Promise, Inkie! And NOPONY breaks a Pinkie Promise! I'm going out into this world to spread smiles and parties everywhere I go – and I don't need a family that breaks their promises to do it! Have fun being the parents of only TWO daughters! I'm NEVER coming back!"_

Pinkie sat up and sighed, rubbing her temple as the memory faded. She still couldn't believe just how much of an idiot she'd been. And now she faced the reality of knowing that she might not get the chance to see them ever again. She hadn't even taken a picture of her family when she'd stormed out, she'd been so angry. Gummi's pre-mutated face flashed behind her eyes. Her last tie to the past had been severed, ash coating the rails of a train track somewhere between Ponyville and Appleloosa.

She knew she had her friends. She loved them. They loved her. Yet, even though that love was enough to keep her going, it still just wasn't the same love that radiated from her memories of curling up next to her mother for storytime, or the time she'd taught young Inkie and tiny Blinkie how to play pattycake. She longed to hear her mother's soothing voice again, telling her that it was going to be all right. She smirked in remembrance of her father's hearty chuckle after she and he had run giddily away from the scene of their most ultimate crime, having played a particularly good prank on the rest of the family.

The one pony in her new family who would have appreciated that prank the most would never get to enjoy pulling it off with her. The party pony had faced death before, having sat for day after day by her old Granny's side until the mare peacefully slipped away – but Dash's death was different. Granny Pie had been sick for ages, and her passing was completely expected. It had been fair. Rainbow's was more like a sick joke, something that wasn't supposed to have happened, but had anyways. It wasn't fair.

Life wasn't fair, though. She was old enough to understand that now, unlike the petulant little filly who'd stormed off in a huff. She realized why she'd hated to see anypony without a smile on their face – it reminded her of the hole she'd cut out of her own heart. The one frown she couldn't turn upside down. Every smile she drew from a pony was a way to fill that hole temporarily, and allowed her not to face what she'd done. She wondered how long after she'd left that her family had abandoned the farm and moved away. It couldn't have been too long, if what Scootaloo had told her was right. Trying to look on the bright side brought her to reasoning that if she hadn't left, she might have never left the farm. And if she'd never left the farm, she and her family would probably have been killed in Nightmare's attack.

It made her laugh.

She looked up into the mirror and quickly made sure everything was in order. Checking her saddlebag one last time, she noted all she needed was there. Standing up, Pinkie slung the saddlebag over her back and sighed. Her friends were waiting. They had their own families to save. She was going to help them do that. And if she found her own family in the process, then the journey was all for the better.

She trotted downstairs and opened the front door. "Sorry about making you wait, girls. I'm r– "

Her friends were frozen in ice. Everything was frozen in ice. "No... No!"

Suddenly shivering, she skidded across the ice towards her frozen friends. Their faces were all twisted in horror, as if they had been caught completely by surprise. Pinkie pounded on the ice, trying to shatter it, but it was too thick. "No! Applejack! Twilight! Rarity! Hang on!" She turned around, reared back, and sent a powerful kick to the ice, just the way Applejack kicked her trees. Only it didn't work, except to bring the party pony pain in her legs like she'd never felt before. "Ow! Sonofabiscuit!"

She whirled around to run back inside and find something – but Braeburn's house wasn't there.

Instead, her blood ran cold as she gazed at the sight that was now in front of her.

Rainbow Dash, encased in ice like her friends. "Rain – Rainbow?" She peered at her blue friend's eyes.

They opened.

"EEK!" Pinkie fell on her back, terrified. "This isn't happening!"

Dash's head snapped unnaturally to the left, like she'd just cracked her neck. The ice around her face exploded away, the bits showering Pinkie on the ground as she screamed in her fright.

Dash's body moved in jerky, spastic motions, but she eventually broke out of the ice – revealing deep teeth marks on her chest, blood dried around them. She retched forward. "Oh, it's happening, Pinkie."

The voice wasn't Rainbow Dash's.

It was Fluttershy's.

And Dash's eyes were a deep red.

"No... No!" cried Pinkie as she finally realized. "You don't have the magic to do that anymore!"

"Oh, but _I_ do..."

Every one of Pinkie's senses curled in fright at the new voice.

She tried to move – but couldn't.

Dash's wings stretched, the sound of the bones cracking and popping jarring Pinkie's ears. The pegasus' neck elongated to twice its height with more sickly bone stretching. Her head melted, deforming and moulding. The world around the ponies melted, the water rising into tall mountains of red hot lava.

Behind Pinkie, her friends melted into large snakes of dough. They slithered over Pinkie's body, bubbling and popping in the heat, causing her to scream from the burns, before slinking their way over to Dash. There, they merged into one blob of dough. The blob flattened itself out, and slowly a tall, pony-like shape began rising out of it.

Lightning and thunder struck overhead as eyes, a mouth, a mane, and a tail sprouted from the dough.

Eventually, the shape solidified into Nightmare Shy.

"Hello, Pinkie."

Dash was no longer there. Instead, settling the last of his facial features into place, was:

Discord.

He leaned down, sneering evilly, his eyes burning red. "Everypony ready to have some REAL fun?"

"_GAH!"_ Pinkie woke with a start, flying up in the bed so fast she nearly did a front flip out of it. She looked around wildly – then nervously laughed at herself when she figured out where she was.

Twilight practically tore down the door, racing in with a look of utter panic. "Pinkie! Are you okay?"

"I – I'm okay, Twilight. I just had a..." She cringed as the word escaped her lips. "...nightmare."

Flashes of light and an echoing BOOM in the very distance stuck her ears straight up. "What's that?"

Twilight sighed. "War, Pinkie. It's war. I can only hope General Spur survives it."

"The battle isn't over yet?" asked the very confused party pony, looking out the window.

"Pinkie, it's only been about forty-five minutes since you went inside."

"Oh." Pinkie hung her head. "Feels like I slept a lot longer than that."

Sliding into the room next came Rarity. "Good lord, Pinkie, what was that awful shriek all about?"

"Just a night – bad dream..."

"Oh, darling..." Without giving her friend time to react, the fashion pony hugged her tightly.

"Ah... Thanks, Rarity."

"Can you tell us what your dream was about?" asked Twilight. "I could use a chance to do some good old-fashioned psychoanalysis for a while, instead of continually worry about the impact of this war."

Pinkie smirked and stood up. "Thanks, girls – but... Well, I don't think I'll be able to fall asleep again for a bit, so, uh – I think I'll go head up to the hospital. See how Applejack and her family are doing."

"Uh – okay," said Twilight as her friend trotted past her and out the door. She looked out in the hallway to see Gilda watching the pony leave. Catching eyes with Gilda, Twilight gestured to the griffon to follow her. Gilda pointed at herself reluctantly – and upon the new Princess' indignant nod, sighed, unfurled her wings, and flew out the door after Pinkie, muttering something grumpily under her breath.

Rarity came up behind Twilight. "It was probably something having to do with her parents. I think I know why she wants to talk to Applejack. You know how much of a history those two have together."

"Yeah... History..." The purple pony blankly watched the spectacle off in Canterlot through the window.

_"With all due respect, Princess Luna... You're hiding something. I can see it in your eyes." _

A spark suddenly popped into her brain. She turned to her fashionista friend.

"Rarity... Is Prince Blueblood still awake?"

* * *

Magic energy blasts tore from the skies and exploded in the middle of the oncoming wave of Dog soldiers, sending the armoured bulldogs howling through the air at great speeds. Depending on the direction they were thrown, some slammed into the side of the mountain, some crashed into their fellow troops – and the most unfortunate ones found themselves hurled over the side of the mountain.

But the uninjured Diamond Dogs kept advancing, joining the fray of hooves, claws and swords that had engulfed the grounds outside the main Canterlot gate. From his position higher up in the city, General Spur watched his troops fight below. A Dog managed to stab one soldier in the chest – only to find his helmet ripped off and the soft tissue of his face crushed in the furious earth pony's last biting gasp. Spur cringed as the stallion and his enemy fell into the natural moat and were washed over the mountainside.

Another earth pony charged a line of Dogs in what looked like another suicide run – until several unicorns leaped behind their enemies and blasted them with blinding spells and vicious headbutts before their fellow Guard charged in and bowled them over. It did not take long for the canines to fall. The earth mare thanked her fellow unicorns and soon re-oriented her focus, barreling headlong at another pair of Dogs. She knocked the first one over, stomping on its face as she lunged at the second.

The General casually snatched an incoming spear out of the air with his armoured wing. Spinning like a top, he carefully aimed and hurled the spear back towards the enemy's lines. It screamed down and hit the mark dead-on with tremendous force, impaling three dogs in the neck through the tiny opening between their breastplates and helmets before embedding itself deep in the soil. The completely surprised Dogs choked and collapsed, crumpling onto each other, their attachment to the spear making them look like flags that had just lost all of their wind. Enraged, their compatriots threw their own spears up at the higher tower, but Spur barely exerted any energy swatting the wooden missiles away.

Another Dog cut the wings of a passing pegasi Guard. She crashed and kicked him in the chest, before grabbing his tail in her mouth and slamming her enemy back and forth on the ground several times. The Dog broke free and slashed his claws at her face, but she ducked and clipped him under the chin, sending him sprawling onto his back. She reared up and stomped the life out of the Dog, who was too petrified to move – then gasped as pain ripped through her body. She looked down to see another Dog's sword in her gut. She kicked her attacker away and fell back, stumbling as fast as she could to the back of the line. "Medics! Get her off the battlefield!" bellowed Spur, pointing. One of the special pegasi teams complied, soaring down with their stretcher in their mouths and collecting their fallen comrade as she spat up blood. Several stallion Guards beat back the Dogs trying to kill the wounded equine.

Colonel Nuntia shook her head in disgust as the medics brought the mare behind the second barrier.

Spur growled at the sight. The mare would probably live – it looked like the sword had missed her heart – but her damaged wings meant she wasn't going to return to battle. He needed all the soldiers he could get. The General sighed and squinted over at the possessed mare hidden far off in the distance.

"Come on, Nightmare... This is pathetic."

"Dogs getting slaughtered, Nightmare! Please intervene!" whined Rover to Nightmare Shy, dodging a white-hot blast of magic from the unicorns. "You can take all them out with one – HRGHK!"

Nightmare Shy held him up by the neck with her living mane. "I could, yes, but then what would be the point right now? Your little pals are doing quite a good job of wearing down their defenses for now."

She dropped him. Hard. "I will wait until the time is right to attack myself. I have a very limited store of magic left. Fluttershy's special talent helps me expend very little of it to control animals, but I cannot waste anymore of it on battle, or turning dead ponies into spies to chase after ponies who should be dead. I must have enough energy left to re-absorb my child. In the meantime, send a squad to fortify the back of the line." She sneered. "I have a... feeling that General Spur hasn't shown us his full hoof yet."

"Y-yes, Nightmare!" complied the Dog leader, running off.

"Good dog. Spot!"

Spot rolled under a blast of fire over to the nightmare pony.

"I have a task for you. Get out of sight of the ponies and start digging. Take the last bucket."

Realizing his mission, Spot grinned in excitement. "At once, my Nightmare!"

"Twilight had you follow me, right?"

Gilda stopped. _How had she – ?_

Pinkie glanced behind her. "I understand why she did it. She's worried about me. I appreciate that. But look, I need to talk to Applejack alone. Could you just wait outside the hospital for me, please?"

"Uh... Sure," responded the griffon, freezing her pace.

"Thank you. Hopefully, I shouldn't be too long. If I am, I won't be upset if you head back." The pink pony entered the building, deciding not to tell Gilda about the small nerve pinch she felt in her hoof.

The receptionist at the front desk instantly recognized Pinkie when she stepped in. "Hello, Miss Pie."

"Hi. Um..."

"Your friend's family members are going to live, Miss Pie. They've got some bad burns, yes, but they're stable. Fact, they just got transferred out of intensive care a few minutes ago. Doctor had them moved into the same room as your other friends. Normally I would tell you that regular visiting hours are over – but I think everypony will understand if I make an exception for one of the Elements of Harmony."

Pinkie smiled. "Thank you. You're very kind."

Applejack was lying down in the overnight visitor's sofa on the side of the room by the beds holding the unconscious Granny Smith and Apple Bloom. The brown stallion with the spiky mane that Gilda had saved was parked up next to Spitfire and Zecora's beds. The joyless beat of the mechanical ventilator the little foal was hooked up to echoed off the walls. The farm pony nervously pawed at the cushions with her hoof, a look of pained worry on her face. She glanced up upon her friend appearing..

"Oh, hey there, Pinkie. Didn't think they'd let anypony else in this late."

"Benefits of being an Element of Harmony," replied Pinkie, flopping down beside her.

"Yeah, I suppose. Ain't gonna mean jack if we don't stop that thing." Applejack's voice soured into venom as she studied her family members again. "I swear to Celestia and Luna, I'm gonna punch that spirit right out of Fluttershy's body if that's what it comes down to. That monster's gonna pay for this."

"How they doin'?"

"Honestly, better than they look. Granny's got some third degree burns, but they're not over a wide area – and besides, once they heal completely, they'll look just like any other one of her millions of hide wrinkles. What I'm worried about the most is Apple Bloom's throat. Doc said it's all scorched and like on account of her screamin' for help. Girl gulped down a lot of smoke, too. They're not sure how much damage it's done to her breathing ability." She stomped on the sofa. " if only we had Zecora's potions!"

"They would not have helped much, Applejack." came the soft voice across the room, surprising the jittery farm pony. "Powerful my potions may be, but never have they been for more than trivial injuries." She suddenly giggled to herself. "Oh, dear me... I'm doing that rhyming thing again."

"Oh, heh... Right. Almost forgot you were here, Zecora. Thought you were asleep."

"I have never slept long," Zecora acknowledged, flashing her trademark wise zebra smile. "A consequence of the dangerous nighttime from where I grew up."

"From where you grew up..." muttered the pink pony, looking solemnly at the ground.

The zebra cocked her head to one side. "Pardon?"

The answer dawned on Applejack. "You're here for another reason than just to see them, aren't you?"

Pinkie knew there was no turning away. "I – I've always told everypony the story of how I got my cutie mark... But – I – I've never told anypony else just how I left the rock farm and ended up in Ponyville."

"Uh...Well, ya' kinda mentioned it in the Forest yesterday, if I recall."

Tears welled up in the party pony's eyes. "I ran away from them, Applejack. I was a stupid, stupid little foal! I got upset over something that was really nothing – and because of that, I ended up telling my whole family that I would never see them again!" She sobbed into her hooves. "You girls... You were my new family. And I always had Gummi around, making me remember all the good times I had... But with him dead, with Dashie dead, and seeing Twilight's parents, and you here with your family... Even though they're hurt, you still have them! I'm just reminded that I don't even know where my family is!"

"Pinkie..." The orange pony embraced her friend warmly. "C'mon, you silly filly. Cheer up. Who knows? Maybe we'll find them out there on this trek – if we ever actually get to trekkin', that is." She felt her friend shaking. She'd been friends with Pinkie for far too long not to know what that meant. "There's somethin' else. You had a bad dream." Pinkie averted her eyes. "C'mon... Who'd you see?"

"D..." Pinkie's voice trailed off into an incoherent mumble.

"I'm sorry? Speak up, girl."

"Discord, okay?" the pony suddenly snapped – quietly, but loud enough to surprise. "Discord...and – and Nightmare." She gripped Applejack tighter. "I'm scared, Applejack. I'm scared that I don't know where my family is, and I'm scared that if we do find them – that they'll be dead like Dash!"

"Oh, sugarcube..." Applejack sighed. "Come on now. Snap out of this. You're actin' like Twilight was this mornin'! Ain't you the one who straight up told that unicorn 'I know you're stronger than this'?"

"I–"

"You think I ain't scared right now? My heart's doin' more flips than a circus pony just lookin' at Granny and Apple Bloom! I'm terrified of what'll happen if Nightmare attacks this place, or gets its demon hands on Discord! You think Rarity's not scared? That beast still has her little sister! And Luna knows where her parents are! But that don't make what we gotta do any different! We can't run away and hide in a corner! We gotta charge into this head-on! Otherwise we're just lettin' Nightmare win!"

"I – I guess I'm being silly..." smirked Pinkie, shaking her head.

"No – You're bein' Pinkie. That hyperactive friend of mine who hides most of her bigger problems behind her smile until she can't take it anymore and has tell somepony about them or she'll go insane."

Pinkie blinked. "You really do know me too well..."

"I know my friends. I know we gotta do this together. I ain't gonna let them fall apart like we did against Discord. I hate to be the one to give the big speech again, but we gotta help each other out."

"Sounds like you should be our leader," contemplated the party pony.

"Oh, no. No no no... Somewhere along our travels, I'm gonna have a breakdown like the one you just had. And by that time, Twilight'll have her head screwed on straight enough to give me a pep talk so ferocious, I reckon my ears will be ringin' all the way out my boots when she's finally done with me."

Pinkie snorted back a chuckle. "Heh... Yeah."

"Nah, Twilight's Princess for a dang good reason." She slowly let herself out of the hug with her slightly more cheered up friend. "I just know what it's like to feel alone, even though I know I have the love of everypony around me. I just know the right words to help keep my friends from turnin' grey."

"Could you maybe keep her from turning grey a little quieter?" hissed the awoken Spitfire.

"Oh!" Pinkie gasped, realizing. "Sorry, Spitfire..."

"Good Luna – it's hard enough for me to sleep as it is, what with all that lightning and thunder outside."

"I got bad news for ya', sister – that ain't lightnin'." Applejack shook her head. "Nor thunder."

"Huh?" Spitfire looked out at the flashes in the dark out the window. "What else could it be?"

"War..." growled Pinkie, her tone completely changing. "It's war."

* * *

General Spur frowned. Despite their best efforts, they were getting pushed back towards the gate. His soldiers had killed more enemies, but the Dogs still had the better numbers, and were wearing them down. He knew it would only be a matter of time before the gate was breached and the Dogs poured in.

It had to end. Now. "Colonel!"

Colonel Nuntia ducked a volley of spears thrown up at the tower. "General, we're losing ground fast!"

"I know. What say we stop officiating this little game and actually help mop these canines up?"

She grinned. "Right with you, General!"

He turned to the Guards stationed inside the city – specifically, to a white unicorn with blue hair. "Major Armour! Keep an extra eye out here! These bastards can still burrow underground, remember?"

"I won't forget it, General! I just ask that you come back alive!"

Spur nodded – then unfurled his wings. "PEGASI!"

The Colonel and the other pegasi not already in the thick of it spread their wings, too.

_**"ATTACK!"**_

They all shot their wings back and blasted down onto the battlefield at very high speed. Spur went into a ferocious spin just barely off the deck, slashing out with his bladed wings. Before he'd even landed – sending out a pummeling shockwave that sent at least twenty Dogs flying backwards – at least a dozen Dogs had been caught in the weak points of their armour and dispatched through his tornado of attacks.

Colonel Nuntia followed him. A little more graceful than he was, she managed to take out about six Dogs before she hit the ground and slid on all fours, slashing at a line of enemy ankles with the hidden blades on her hooves before clapping her wings together and hurling more Dogs through the air like they were nothing more than confetti, deftly clearing out an area for her to flip back up onto her feet.

The other pegasi fanned out, braving the spears to swoop in further up the enemy's line and harass the Dogs up there. One strayed too close, and a spear to the chest halted his momentum permanently.

The Colonel soon rejoined the General in time to face the incoming retaliation. They stood back-to-back, ducking, dodging and slashing at the enemies that viciously leaped in at them from all sides.

"Just like Nightmare Moon, eh, General?" Nuntia smiled, knocking a Dog's shield away and deflecting the bulldog's arm at just the perfect time, angle and power to bash the sword through its own chest.

General Spur only grinned, while internally he laughed at her naïve ignorance.

She really had no idea.

* * *

"Prince Blueblood?"

The Prince, calmly reading a book and drinking some tea, instantly stood and bowed with grandeur as Twilight and Rarity turned the corner and entered. "Your Highness. Miss Rarity."

"Please," droned Twlight, setting herself down on the loveseat opposite him in the living room, "just call me Twilight. I'm still not big on the whole formal thing yet. The kids calmed down, I take it?"

"Yes. Pinkie's screams were quite terrifying, but I was able to calm them. I do fear I have pulled a bit too much off the branch by adopting all of them. But raising them will help me remember who I was."

Rarity sat down next to him, yawning. "You won't mind if I fall asleep here, do you?"

"No. I wouldn't mind one bit, my beauty." He smiled. She smiled back – before instantly falling asleep. There was a small, very awkward silence as Blueblood simply marveled at the snoring fashion mare.

Twilight was the first to speak up. "So... I take it you can't sleep, either?"

"I learned a very long time ago that sleep is a commodity that can only be afforded by those at peace."

The unicorn's eyebrow raised. "How...poetic."

"I like to think so." He punctuated the sentence by sipping his tea. "Her Highness has a question, no?"

"I think it's pretty obvious. Princess Celestia and Princess Luna clearly knew more about the past than they were willing to tell me. I can't reach them until we find the Flame, and even if I could go to a library right now, I doubt I'd find anything on the formation of Equestria or the history of Nightmare Moon and Discord that they chose to hide from me until it was time, or whatever. But you were there, at least a thousand years ago. Is there anything you can tell me that could be useful to me?"

Blueblood's eyes sunk. He levitated his teacup back down to the table. "I cannot claim to tell you everything, for I was just a lowly soldier at at the time. But I can tell you as much as I know."

"That I would like," nodded Twilight.

"Talking about it for the first time in a thousand years should help ease the pain... Alright, where to start...I'm sure you're wondering about my age. Well, my age – and General Spur's age – stems from the fact that we both have alicorn blood. I was born to an alicorn mother, the General to an alicorn father."

"Alicorns? But–"

"This is what they didn't tell you, or write down in the history books. Back then, alicorns were as abundant as any other race of pony. Except for the Royals, the only difference was that they just happened to live longer. But then Discord killed Princess Mawu and her husband, and decided to kill all the alicorns. Why? I do not pretend to know – I mean, we all saw Discord last year. I was born after his first defeat. But by cruel fate, in my youth I bore witness to the full wrath of Nightmare Moon..."

_"Laminae... Celestia, no!"_

_The 2nd Solar Battalion stared in stunned silence. The sprawling, towering grand alicorn city in the shadow of Canterlot was gone. Dragons circled the piles of rubble and bodies, their destructive breaths illuminating the everlasting night and extinguishing the screams of the last surviving citizens. The Great Tower that had stood for over two thousand years broke apart and fell before their very eyes._

_Lt. Col. Spur bowed his head, whispering. "Goodbye, mother..."_

_Spark Red's horn glowed, her wings flaring in anger. "I say we charge. Right now. We've got enough force to take them. They're gonna pay for this!"_

"_You shall STAND. DOWN, Corporal Red!" snapped the higher-ranking pesgaus, striding over and defeating the crimson alicorn with his eyes. "This war will not be won by suicide." He glared back at the wasted metropolis where'd he'd grown up. "Nightmare's using the same MO as Discord: Hit us where it hurts the most. Break us." His gaze returned to his troops. "And then attack. Keep your ears up and stay frosty. For all we know, we could already be surrounded by Shadow Guards right now. "_

"_Mom... Dad...Mi Amore..." Tears streamed down Private Blueblood's cheeks as he spotted the castles burning. "How could this happen? How could Laminae be destroyed without Princess Celestia noticing?"_

_**"LIKE THIS!"**_

_Blueblood was tackled by his commanding officer just in time to avoid the wall of lightning bolts that erupted from the thundercloud above. Before they could even react or flee, almost all of the three hundred and twenty-four Royal Guards had their lives shocked away faster than the blink of an eye._

_"SHE'S HERE! RUN!"_

_The Prince tore towards Canterlot with all the speed he had. Powerful focused lightning blasted down into the ground as he fled, throwing massive chunks of land into the air around him. Rocks and soil pelted him from every angle, but he pressed on, determined to outrun the source of the dark laughter permeating the skies. The ground he was on was struck and lifted towards the atmosphere, but he leaped from falling slab of land to falling slab of land, barely skipping off each one in time before they crashed into a million pieces. Blueblood forced himself not to look behind. Survival meant forward._

_Back on solid soil, the young unicorn soldier managed to catch up and keep pace with his pegasus commanding officer – which would have made him feel quite boastfully proud, if he hadn't been rather focused on staying alive. The Lt. Colonel was doing his own weaving, dodging and darting around the carnage with an almost unnatural grace. The other surviving soldiers joined them – but not for long. Sgt. Skyhammer was crushed by a falling boulder. Captain Steel Wing's magic shield proved to be no match for the far more powerful lightning. And Spark Red mistimed a dive, getting her wings and head smashed between the trunks of three trees uprooted by the enemy's devastating magic. Her horn was the only thing visible when Blueblood vaulted over the rapidly incoming logs mere seconds later. The young Private and the Lt. Colonel were the only ones left now, and they knew it. They pressed onward._

_The sky crackled and shifted violently, their hidden pursuer cackling at the soldiers' horrible fates._

_**"THAT'S RIGHT! RUN, YOU COWARDS! RUN!"**_

_The beginning of the road to Canterlot suddenly loomed up ahead. Instinctively, Blueblood blasted off an emergency beacon with his magic – if the torrent of lightning around hadn't been enough of a clue._

_And then the wind caught them. _

_The powerful gust hit them both like a cement wall, picking them up and tossing them like rag dolls. Blueblood tried to teleport away – but dark magic tendrils latched onto him, sending pain through his body like nothing he'd felt before, distracting him and canceling the spell. The tendrils snagged his hooves, and he became part of a tornado as they spun him around at blinding speed – then let him go._

_He cratered into the mountainside too fast to pull off any spell, rolling down the slope and crumpling on the road like a pile of bricks. The young Private spat out teeth as he tried to stand – to no avail._

_And then the hooves landed. He strained his injured neck to look up._

_Standing in front of him was Nightmare Moon, in all her terrifying glory. "Ah, the young Prince... Distant relation to Celestia, but still close enough that she will be mighty upset at your death."_

_Feeling returned to the nerves in his horn. He again tried to teleport away – but was countered by a shock of low-voltage lightning that hit every pain receptor in his body. He screamed in agony as his electrocution went on for a staggeringly long amount of time. When it was over, he glared at the possessed Princess as his body twitched from the pain. Feeling returned again – and this time he angrily blasted a freezing spell. Nightmare Moon blocked it – and grinned. "Ooh...Feisty. Good. **I LIKE IT** **WHEN MY FOOD IS FRESH!"** she howled, her voice deepening to a demonic tone while her jaw unhinged and stretched to unnatural proportions. Her teeth formed into sharp, long fangs._

_Blueblood strained, every muscle in his body trying desperately to do something before he was eaten._

_Lt. Colonel Spur shocked in, the black pegasus sending out a silver-ringed sonic shockwave as he plowed into Nightmare Moon – only to knock her back a few metres and subsequently become snagged and pinned against the rock himself by the dark magic tendrils. He struggled as they slowly choked._

_Nightmare Moon's face returned to normal upon seeing the face of her new victim. "Lt. Colonel Spur... I must say, this is a pleasant surprise. How many times are we going to keep meeting like this?"_

_Spur spit at her, growling fiercely. "Until the Princess I serve is freed from your grasp, you monster."_

_"Oooh, the way you say that makes it sound so romantic! I think Princess Luna's swooning right now!"_

_Spur's eyes narrowed._

"_What? Don't like having your secret revealed? But there's only one other pony who knows now!"_

_Unable to speak anymore from being choked, the pegasus just slashed his bladed wings. He caught her._

_She winced, then glared at him. The tendrils choked faster. "I'm going to enjoy watching you die..."_

_Ancient words faintly rang out across the valley floor._

_The air detonated ahead of a massive fireball that screamed in from Canterlot and slammed into Nightmare Moon, blasting her incredibly high up into the air. The fireball ducked underneath, rocketed up above the careening evil mare – then barreled down and collided with her. Nightmare Moon was sent hurtling into the ground with so much force that the impact threw up a tidal wave of dirt, debris and bodies, completely obliterating the last of the remains of Laminae into a city-sized crater._

_One tall spire remained. The dragons scattered further as the fireball landed gracefully upon it. The flames died down slightly – to reveal Princess Celestia, glaring in anger, her mane, tail and wings wreathed in white-hot flame. She looked down into the crater at the crumpled form of Nightmare Moon. "THOU HAST NO POWER HERE, NIGHTMARE," bellowed the Royal Voice. "BEGONE."_

_Coughing, Nightmare Moon sneered as she slowly stood up. "Apparently I have enough power to keep you from realizing a city was being destroyed right under your nose. Wait...Still using that tired old way of talking, Celestia? Come now. Even your subjects don't speak like that anymore. And once again, you let me live? You really are pathetic, you know that? How many more battalions are you willing to lose before you give in? The alicorns are extinct now, except for you and I. You going to wait until I wipe out the pegasi, too? You know there's only one way to get rid of me. You just can't bring yourself to–"_

_**"WE SAID** **BEGONE!"** Tendrils of solar magic lashed out, grabbed the corrupted Princess, and threw her with powerful might. Nightmare Moon soon became but a speck disappearing into the distance._

_Princess Celestia's body flamed out, her mane and tail returning to their multi-coloured grandeur. She flew back to her soldiers, hanging her head in shame. "We must ask for thy forgiveness. Thou hast shown courage beyond report in directly facing Nightmare Moon, and We have failed thee greatly."_

_Prince Blueblood managed to stand up – barely. The young Private limped over to her. "Princess?"_

_Tears fell from Celestia's eyes as she gazed woefully at the last spire of Laminae – which promptly cracked and crumbled to the ground, almost as if it had been mocking her while she'd stood on it. "Nightmare managed to mask its movements from Our sight. Until thou sent thine emergency signal, Private Blueblood, We saw an untarnished Laminae – and now even We cannot correct such a horrible loss. We vowed to prevent the fulfillment of Discord's pledge. On that, We have failed greatly."_

_The Lt. Colonel offered a comforting wing. "Princess... There is nothing you could have done about this. Just as you could not save your parents or my father from Discord. You cannot blame yourself."_

_Celestia said nothing in reply. She simply faced the two stallions again, and forced a smile through her tears. "Come. Let us hasten to Canterlot. Even We cannot repair all the injuries thou hast suffered."_

"Laminae's destruction was not completely in vain. The loss of the city and the alicorns became a rallying cry that broke the stalemate. Tribes and creatures from all over Equestria who had stayed out of the conflict suddenly joined to our side. A few weeks later, the final battle was fought. The Diamond Dogs and most of the dragons defected during the fight, which led to the final sacrifice that allowed Celestia the power to banish the corrupted Luna to the moon. Our top six officers were part of that sacrifice, leaving Spur to be the acting General after the war was over. And I was so overwhelmed by everything I had seen, I drowned it all away in pride and vanity, becoming the snob Rarity met me as."

Twilight couldn't say a thing. Her mouth just hung open in disbelief while Blueblood collected himself.

"But Celestia still considered Laminae to be one of her worst failings, second only to her not being able to save her sister from Nightmare's corruption. She always seemed a bit more hesitant in her decisions for a few hundred years. The Princess still felt haunted, and began to make a few bizarre decisions, decisions that made everypony start to wonder if she was still competent in her mental faculties. Eventually, all but her, Luna, me, the General and the Diamond Dog King – whom I fear is not amongst the living anymore – were the only ones from that time still alive. She summoned all of us to a meeting. I did not attend, for I was far too stuck up and unwilling to talk about my past at all by that point. I gather they decided to erase all history of Laminae and the alicorns from the public records, saving it only for those who 'deserved to know.' History is written or unwritten by the victors... None of them mentioned it in public again, and the new generations naturally came to the belief that the alicorns were immortal gods. I suppose this all helped Princess Celestia regain her esteem and proudly rule again."

Prince Blueblood sighed. "Every single battle between her and Nightmare Moon played out the same way. Celestia would always gain the upper hand quickly, but then refuse to take that final step. We lost a lot of Guards because she kept letting her go. But nopony ever blamed her for that. Would you kill your own sister? Not a lot of us would, either. We all loved Luna as our other Princess. Frankly, I think Nightmare's angrier now, because Celestia found a way to free Luna from its grasp without killing her."

"Well, that's not very comforting..." muttered Twilight. A smirk filled her lips as her thoughts drifted. "Though on a side note, there were a few times as a foal that I really wanted to kill my older brother."

The Prince chuckled. "I never did get to indulge in sibling rivalry, being an only child. You will have to tell me how to deal with it later on, in case the issue ever arises amongst my new sons and daughters."

"I think you'll want to ask Applejack about that more. For about 99.89 percent of the time, my brother and I got along great. He bought me my first books on magic spells, always gave me dragonback rides around the house..." The smile suddenly erased itself from Twilight's face. "Oh no... No no no no!"

"What?" asked the Prince, immediately alarmed. "What is it?"

"My brother!" she gasped. "I totally forgot about him in all the chaos! He's a Major! He's stationed at the base in Trottingham, but he... could have easily been called back to..." Her voice faded in horror.

"Shining made his choice a long time ago."

Twilight jumped before realizing it was her father. "Oh... Hey, Dad."

"Hey, kiddo." The elder Sparkle trotted over to her. "Or do I have to call you Princess Kiddo now?"

Twilight rolled her eyes – and swatted away his hoof before he could reach her mane, glaring. "Dad..."

"Sorry. Just trying to lighten the mood." The elder unicorn hopped up on the seat beside his youngest. "But as I said before, Shining made his choice long ago. His going into the military probably softened our stance, enough to be okay with it when Princess Celestia told us what she had in mind for you. Besides, that boy's specialty is defense. If he goes out, I've no doubt it will be in the act of saving a great many lives. He wouldn't have been promoted to Major so fast if he wasn't a tough sonofabiscuit."

Twilight hugged her father, her eyes drowning in exhausted worry. "Well...I suppose he's in as much danger as we are... But it just – it feels different when it's somepony close to you... You know?"

He hugged her back, nuzzling her neck. "I do, sweetie. But don't you start doubting yourself again like this morning, just because you know your brother's mixed up in this whole mess now. I've raised two incredibly strong children. Both with enough brains, heart and courage that the readings go off the chart. If you switched places with him, I don't even think I could tell the difference anymore – except by your manes." He reached up to softly touch her mane – ruffling it quickly before she could react.

"DAAAAD!"

He laughed. "Works every time!"

Twilight grumbled again, but this time a sly smile was creeping out as she repaired his damage. She hugged him again, but this time with a lot more force. "I love you, Dad. You're who I'm fighting for."

"No." Cosmic Sparkle nodded at Blueblood. "You need to fight for all the children of Equestria."

* * *

Gilda sat on the bench outside the Appleloosa Hospital, tapping her claws in great annoyance. "Ugh... What is taking her so long? Did she fall asleep or something? Arghh! It's already been half an hour!" She had tried to go to sleep, but the constant flash of lights from the battle in Canterlot had stopped that.

Just then, she noticed a dark blue pegasus with a rather striking swept-back mane walk into the building. She scratched her head. The only pegasus she'd seen in the town was Scootaloo. Something felt off. Something smelled off. She sat up and focused herself, ready for anything that could happen.

Inside the hospital, Spitfire kept gazing at the display out the window. "That's one hell of a battle."

Zecora shook her head. "I can only hope we're winning."

Pinkie suddenly shot to her feet, looking poised for a fight. Applejack instantly whirled and prepared.

"...What's gotten into you two?" asked Spitfire.

"Pinkie's Sense is goin' off. Trouble's a comin'."

"What? Why would anypony–"

The door exploded off its hinges, actually catching Pinkie off guard, its impact spinning her and the farm pony flat to the ground. A dark blue pegasus ran in, rearing up as he came through the door.

Spitfire's eyes bugged out. "FLEETFOOT?"

The stallion rammed Apple Bloom and Granny Smith's beds, knocking the fragile ponies to the ground, ripping the pulse monitor and IV needle off Granny Smith's hoof and tearing the filly's breathing tube from the ventilator. Apple Bloom's eyes flew open, and she gasped for air as the flatlined pulse monitor screeched.

"FLEETFOOT! WHAT IN THE HAY ARE YOU –"

He locked his gaze onto his fellow Wonderbolt.

His eyes were red.

"A spy for Nightmare!" cried Zecora.

Fleetfoot charged at them – but Pinkie tackled the stallion out into the hallway. "NURSE! HELP!" She turned to Applejack, who was already at her sister's side. "STAY WITH THEM! I'VE GOT THIS!"

She bit down hard on Fleetfoot's wing, snapping bone. Angered, he snapped his body back, crushing the irate party pony against the wall and causing her grip to loosen. He kicked off her chest and flew down the hallway towards the window. She recovered quickly and bolted off after him – leaping and catching his other wing as they soared out the window in a hail of shattered glass. "GILDA!"

The griffon was on the possessed Wonderbolt in a flash, screaming up from underneath, snatching the edge of the wing Pinkie was attached to in her talons and folding it over itself until the bone popped. The wounded pegasus plummeted to the ground, crashing in a spray of gravel – and then all was still.

Pinkie rolled off unharmed. Gilda hopped to her feet, shaking the tiny rocks off of her. "Is it ov–"

Fleetfoot shot his wings back and blasted forward – but faltered, then decided to simply run away.

**"OH, NO YOU DON'T!"** In a sudden, incredible display of gymnastic prowess, Pinkie leaped over the fleeing spy, hit the ground, rolled up into a pivot on one front hoof, spun around, planted her other front hoof on the soil and sent a devastating kick into Fleetfoot's face, twisting his neck with a SNAP. The red eyes faded, and the pony fell to the ground. **"JUST BECAUSE I TOOK MYSELF AWAY FROM MY FAMILY** _**DOESN'T MEAN YOU CAN TAKE MY FRIENDS' FAMILIES AWAY FROM THEM, NIGHTMARE!"**_ the party pony raged, taking deep, heavy breaths to calm down.

Gilda's eyes widened in shock. She slowly backed away, finding herself actually terrified of the pink pony she'd just landed by. "Whoah... Okay. Glad I didn't piss you off like that the first time we met."

All the adrenaline seemed to expel from Pinkie at once when she threw her head back and laughed. When she was done, she looked at Gilda. "That was funny. I didn't know you could be funny, Gilda."

"And I didn't know you were capable of anger, let alone the strength to kick my head off at any time."

Pinkie snickered. "See, there you go again... Funny. Did – I just kill a living pony?"

The smell suddenly hit them both. They both reeled, covering their noses.

"No... No you didn't," Gilda confirmed. "Why don't you go check on the stable girl? You actually know her, and haven't just been hugged by her once. Twilight sent me after you, so I'll go back and get her."

The pink pony nodded. "Sounds like a plan. NOPONY BUT THE AUTHORITIES TOUCHES HIM!"

The gathering crowd nodded and backed off the corpse, but mostly due to the wind carrying the funk.

As the pony and griffon wheeled about to attend to their duties, a very thin trail of smoke seeped out of Fleetfoot's nostrils, disintegrating in the light breeze that softly fluttered over the main stretch of road.

And once out of the small town, reformed itself out of the air – heading straight for Ponyville.

* * *

Sweetie Belle cowered in her cage of bones, shaking. All she wanted was to get away. To run. She didn't care to where, she would run anywhere to get away from where she was. Even the Everfree Forest seemed to feel safer after everything. The Forest didn't burn her hometown down. It didn't force her to watch a dead Wonderbolt get resurrected into a zombie and sent off to find and kill her friends. And even Everfree at its most raucous was nowhere near as loud as the racket that had been tormenting her ears for what already seemed to be an eternity. The horrible screams of death. The furious cries of battle. The constant explosions that shook the ground. The clanging of weapons and armour against each other. The young unicorn wasn't anywhere near the main part of the fighting, but that was not very comforting. Everything echoed and reflected off the mountainside, drilling more pain into her head.

She couldn't believe it. Why had the General refused the negotiation? She could be with pegasi Guards right now, flying away from all of it. Flying to wherever it was safe. Why had he said "No trade?"

She cried. She knew the Dogs watching her were laughing, but she didn't care anymore. She just wanted to be away from everything. She just wanted to live her normal life as a normal filly again.

Then, in the light of the sporadic flashes from the explosions, she saw a glint in the darkened sky.

Slowly, the glint turned into the moving shadows of a whole group of pegasi Guards. Her heart began to race – but she kept on crying in order to not let the Dogs guarding her know that they were coming.

The General hadn't thought her life was worth nothing. He had sent ponies to rescue her.

They swooped in low.

"They're here! NOW!" cried Fido.

A volley of spears from Dogs both on the ground and hidden on the mountainside flew through the air.

The pegasi fell like flies.

"NO! _**NO!"**_ the foal shrieked.

The Dogs erupted into laughter again. "Aw, did little pony think we not know big ponies coming?" Fido taunted, earning another round of uproarious laughter from the soldiers. He picked up the cage, bringing her to his eye level. "Nightmare promise us Rarity, and little sister make Rarity come to us." He set the cage down. "Watch her like hawk! I go tell Nightmare rear flank is secure for now."

Sweetie Belle's ears dropped, her mouth hung open in shock at the sight of the ambush.

She collapsed in the fetal position on the floor of the cage. Suddenly, everything had gone starkly quiet.

The only sound she could hear was her tears returning.

* * *

The loud SLAM not only startled Twilight, her father and Prince Blueblood, but it woke Rarity.

"Oh, my stars! What was that?"

Gilda stuck her freshly unkempt head around the corner. "Your Highness. Hospital. Now. C'mon!"

"Huh?" Twilight jumped up. "What happened?"

The griffon was already heading back out the door. "Ran into a spy of Nightmare's."

"What? Wait!" called the fashion pony – but the door was shut.

She looked at Blueblood and Cosmic Sparkle. "N – Nightmare already knows we're here?"

* * *

The fight was raging in the moat above. He could vaguely hear the clash of feet hidden in the muffled roar of the flowing water above. Spot knew he was headed in the right direction. He dug quite a bit further, until the sounds of the fighting were distant, then slowly changed his angle. He was careful going up. Not knowing much of Canterlot's layout made him cautious about accidentally draining any other possible streams from underneath - which would not only endanger him through possible drowning unless the puncture was plugged up fast enough, but alert any watchful pony Guards on the surface with the sudden drop in water level. Gradually, the Dog dug higher, until he finally saw light seep in. He gently burrowed out enough space for him to stick his head out and take a look around.

Delighted to find that he was behind the city walls and out of the many Guards' sights, he grabbed the bucket, brought it up out of the hole, gently and calmly set it down in a shadowed spot - and opened it.

Then quickly ducked back in his burrow and filled in the hole, beelining back down the path he'd dug.

Spot snickered. By the time the ponies realized what was there, it would be too late to follow his trail.

Private Willhaylm was the first to hear the buzzing. "What in Equestria?" He looked around the corner.

A cloud of red-eyed parasprites all turned to focus on him.

"Oh crap!" The earth pony bolted away from forward command, the bugs in hot pursuit. "MAJOR!"

Hearing the cries, Major Shining Armour turned his head in time to see Private Willhaylm scream as the parasprites swarmed him. The swarm was huge – and it noticed him. "Shrieker Squad! About face! Sergeant Blaze! I need half your squad to turn around! We've been flanked! We have been flanked!"

Joining the Major on his command, fire spells, magical blasts, and ear-splitting shrieks tore into the advancing new swarm behind the city. Innocent towers crumbled – but the size of the swarm didn't.

The many squads of Guards posted inside the city walls were caught completely unprepared and were quickly taken out before they could counter the rabid insects. One by one, the lines of defense collapsed. The unicorns ponies defending from the main towers were tired and not as numerous as they'd been at the start of the battle, their ranks having been depleted by many a Diamond Dog spear. Their attacks slowed the swarm down, but not by much – they did more damage to the buildings than they did to the parasprites. Despite the furious defense from the posted Guards and the successful teleporting away of a few patients by their Unicorn doctors, the medical stations were overrun and the wounded finished off. All the tower defenders cringed at the terrifying screams. Major Armour stopped attacking long enough to scream down at General Spur. "GENERAL! WE'VE BEEN FLANKED!"

Hearing the Major, Nightmare Shy's lips curled. "Hmm... I think it's time I indulged in a bit of... physical attacks. ALL TROOPS, FORWARD!" she bellowed, the possessed mare spreading her wings. Leading the charge, the evil being used millenia of battle knowledge to carve up the tired fraction of Guards remaining. The reinvigorated Dogs followed the corrupted pony's lead, rolling through the weakened equines. Even Rover impressed Nightmare. Leaping onto a diving pegasus, the whining and cowardly Dog suddenly turned out to be one of the most vicious of the pack, tearing his teeth into the pony's neck, leaping off and attacking an earth pony before his first victim had even hit the ground.

"General! I think it's time we got out of here!" cried Nuntia, seeing the pincers close on both sides. General Spur looked angry to do it, but agreed, deflecting a volley of spears before silently nodding.

"ALL GUARDS, RETREAT! GET YOUR FLANKS OUT OF HERE!"

Pegasi suddenly scattered into the air by the dozens. Many grabbed ahold of a fellow earth pony Guard as they did, determined to save as many of their fellow soldiers as they possibly could in the retreat. The unicorns teleported away, also bringing as many fellow earth ponies as they could with them. Not all made it out, however. One pegasus couldn't handle the weight of his passenger, and was unable to fly out of spear range. Another unicorn took a thrown sword to the head in the middle of a teleport.

A last round of terrifying screams rose from the main tower – and Major Armour suddenly appeared in front of the General and the Colonel, his knees buckling. "Major!" General Spur quickly ran to him.

"Canterlot's taken, General! We've only got a few seconds before those damned parasprites get here!"

"Then take Colonel Nuntia and get out of here, Major!" General looked up. The incoming Nightmare Shy was still too far away to hear anything quieter than yelling. "Your sister is the new Princess," he whispered to the unicorn. "She just left Appleloosa." He stood. "GO! YOU'VE BEEN THERE BEFORE!"

"But – General!"

The parasprites broke over the city walls like a tidal wave, heading right for them.

"Nightmare won't take me today... Come back to the Gardens in 15 minutes. _**THAT IS AN ORDER!"**_

Major Armour stopped his protesting. "Yes, Sir." In a flash, he and Colonel Nuntia winked out of sight.

Just as the swarm reached their position.

"WHOAH!" The parasprites halted, swirling around the defiant black pegasus. The bugs slowly parted, revealing he was now surrounded by a circle of Diamond Dog spears. The circle widened a bit to allow their leader to step into it. Nightmare Shy triumphantly walked into view. "Wow... The first battle and already I have the illustrious General Spur trapped at spearpoint. You've gotten really rusty, General."

"Still less corroded than you, Nightmare."

The corrupted pony mockingly blanched. "Well... Certainly haven't lost the attitude, I see." She smiled. "Did you and Luna have fun catching up with each other after she was finally 'freed' from my grasp?"

"Go to Tartarus."

"Hrm... I just might, actually."

"I already told you. It's not here, Nightmare. You won this battle for nothing."

Nightmare Shy looked back, snorting. "Break his wings."

The General cringed, but didn't make a noise louder than a grunt when Spot and Rover did their deed.

"Drag him to the Royal Gardens. We'll see who's telling the truth."

* * *

Twilight recoiled from the smell. "Augh..."

"Guy's been dead for a day and a half, I'd say," said Gilda – making the Appleloosan coroner frown. The unicorn looked at him for a second opinion. He nodded in agreement, still looking quite annoyed.

Twilight nodded, waving her hoof. "Please, take it away already..." She focused on Gilda as the coroner loaded the body up and left. "How did it know what room Apple Bloom and Granny Smith was in?"

"It didn't." Everypony turned to Applejack, walking over with Pinkie and one of the Doctors from the hospital. "Crazed thing knocked the receptionist down and stole her clipboard with the patient list on it." She growled, watching the disappearing hearse. "So... Nightmare still has enough magic left to turn ponies into zombies now. Wonderful. I'd go out and kill it right now if Fluttershy weren't its hostage."

"Are they okay?" asked Twilight, looking at her friend.

"Yeah. Nurse got to them in time... But no doubt Nightmare knows exactly where we are now."

"Everypony else in this town who can't or won't fight has left already, for the most part," Pinkie chimed in. "I say we do the same with everypony we came here with. It's just not safe anymore, Twilight."

"Pinkie's talkin' sense, for once," nodded Applejack. "Blueblood's kids... Your parents... I'm willing to risk movin' Granny and Apple Bloom now. Spitfire, Zecora and that other pony wanted out yesterday."

"The problem is, where do we take them?" Pinkie lowered her head. "I can't think of any other places that Fluttershy wouldn't also know about! And if Fluttershy knows about the, then Nightmare does!"

Twilight's face suddenly lit up. "I know! Encyclopedia 241, pages 457, paragraph 26! A small town way, way out past Dodge Junction, just before the old dunes the ancient Sand Mantas used to roam! I think it had a hospital... Oh, what was its name... AHA! Newgate! That's what it was called! Newgate!"

Applejack blinked. "We've sold apples to every town in the west, but even I ain't heard of Newgate..."

"Then it's probably the best place to hide, for now. It should be just off the train tracks. We can drop everypony else off there, then our little group can _finally_ start looking for the Flame around the dunes."

With a flash, an armoured unicorn and pegasus teleported onto the streets. Twilight immediately recognized the two, racing over to them. "Shining!" She embraced her older brother. "Are you okay?"

"We're fine, but Nightmare's captured Canterlot. Still has that little foal. And now General Spur. I don't know what was going through his crazy head, but he told me to come back for him in fifteen minutes."

"What? Is he crazy? Nightmare will just kill him!"

"Yeah, well, he said Nightmare wouldn't take him today. Interpret that as you will, Sis. But I'm following his orders. Even if you order me not to go back there, I'm not leaving him behind."

Twilight sighed. She looked at the Doctor with them, who hadn't said a word. "Doctor... Could you give me an estimate on how long it would it take to load all the patients safely on the train?"

"Uh...Thirty minutes, probably."

"Well... At least say hi to Mom and Dad before you go back for him, Major. And that's an order."

Shining smiled, hugging his younger sibling closer. "Of course, Sis."

* * *

"AH!" Thrown against a statue by Fido, General Spur grimaced in pain. Blood trickled down his jaw.

"STOP IT!" cried Sweetie Belle. "Why are you doing this?"

Nightmare Shy kicked him in the gut again, furious. "WHERE IS DISCORD'S STATUE?" she roared.

"I don't know! I came back here to make sure it was out of the city by the time you and your army got here! When I arrived, I learned it was missing already!" He grunted from another kick to the face – then started laughing. And continued laughing. He laughed so long that Fido began to get nervous.

"What's so funny, General?"

"So that's why Princess Luna took so long to get to you after you killed Princess Celestia..." The General laughed uproariously some more. "She was making sure you wouldn't be able to get to him."

Enraged, Nightmare Shy kicked him again, sending the armoured black stallion crashing through a hedge. She barreled after him and punched him in face a few more times, all to Sweetie Belle's protests.

"What's wrong, Nightmare? Is the demon embarrassed that it just got outsmarted by a dead pony?"

She picked up the General by his armour. "I will be reunited with my child, General... No matter what it takes, I will find him. And when I do... I promise, you _will_ be the first to die..." She straightened up, and brushed herself off. "I'm going to keep the Element of Generosity's sister for the time being. Your hunch was right. I would have killed her if the trade had been agreed to. You're one smart stallion."

Sweetie Belled gasped in horror upon hearing the revelation. She turned her eyes to the beaten General.

His eyes told her he'd tried everything, and he wouldn't give up on her. She understood, but it still hurt.

"ALL TROOPS THAT ARE NOT STAYING IN THE CITY, MOVE OUT!"

Sweetie Belle screamed and shook her cage in protest as the column of Dogs and parasprites marched back down until they faded from view. Minutes passed as the General listened to his own breathing.

A bright flash of light, and Major Armour appeared. He blasted the guarding Dogs with a knockout spell before they could react, then bolted over to his commanding officer. "General!"

General Spur grinned. "I said fifteen minutes, not seventeen, Major."

The Major rolled his eyes. "Twilight and the others are leaving for some tiny frontier town way, way off the map that even I've never heard of. Let's get you back to Appleloosa before that train takes off."

"Oh, joy..." Spur grumbled. "Another train ride."

* * *

"General Spur! Oh my stars, what happened to you?" asked Rarity, at the train station with Twilight.

"Courtesy of Nightmare Shy and her Dog minions. Discord's statue wasn't there, Twilight. Princess Luna moved it somewhere before coming after Nightmare in Ponyville. Outwitted by the dead... Ha!"

"What about Sweetie Belle! Don't tell me that monster still has her!" Rarity cried.

The General looked down. "I'm sorry, Rarity... I tried. We really tried. But we couldn't get close to her."

"I see... Thank you, General." Rarity got a comforting hoof from her friend as they boarded the train.

The nurse ponies lifted the bruised warrior's stretcher and trotted up the ramp of the medical car.

"Everypony loaded up?" called Braeburn, who'd elected to stay behind and defend his town.

"Eeyup!" called Big Mac from the passenger car.

"We're all loaded here, Mayor!" called the nurse ponies.

"Goodbye, all of you! The Buffalo and I will try to stay alive if Nightmare attacks this place!"

With that, the train got underway, the engine car now one of the modern coal-powered steam engines.

* * *

Reaching their underground homes, the surviving Dogs collapsed in exhaustion. "We must have rest!"

Nightmare Shy shook her possessed mane. "Yes, even I agree with you, Spot. Let us rest for now."

"Where we go now, Nightmare?" asked Rover. "Where we find statue if ponies not even know?"

"I don't know, Rover..." Nightmare Shy looked up as a wisp of smoke waded through the tunnel and entered her eye. "But I do know that the ponies are definitely in Appleloosa now. Let's try there next."

"What we do with captured pony?" asked Fido, looking at the cowering Sweetie Belle.

"Put in her the castle's dungeon and leave her there. Make sure she's fed just enough to survive."

"They'll come back for me!" Sweetie Belle yelled. "You'll see! They'll come back for me!"

"Good... I'm counting on it." Nightmare Shy scowled. "Take her away so I don't 'accidentally' eat her."

* * *

The train ride seemed to take forever. Twilight passed the time by lifting rocks off the ground and throwing them at the track switches after the train had passed them, trying to cover up all their tracks.

"You really think Nightmare's gonna take the train, Twilight?"

"Huh? Oh, hi, Spike. Well, I think I'm honestly just bored now. This has become quite fun, and helps me with my magical accuracy. Now that I'm a soldier, I need to do everything I can to keep myself fit."

"Why don't you get some rest? You really look like you need it now."

Twilight looked at her concerned assistant, and studied herself in the reflection of the car. And all she saw were bruises on her cheeks and heavy bags under her eyes. "Oh, wow... Yeah, I think I could do with some rest. Just... Before I go inside, how did you and my parents end up back in Ponyville?"

"Your mom decided to circle back and see if there were any ponies who'd hidden to rescue."

"Oh. That simple, eh?"

"Yeah, pretty much." Spike held out his little claw. "C'mon, Twilight. Sleep already."

The unicorn smiled at the dragon who was essentially her son. "Alright, Spike. You win."

Hours later, she awoke upon feeling the train come to a complete stop. "Uh... Are we there?"

"I don't know," Pinkie replied, rubbing her eyes and yawning along with her waking friends. "Let's go see."

Stepping out onto the ground, all the ponies stopped and gasped at the sight that lay before them. The station was on top of a high cliff. A small town flanked by a few small farms was situated on another cliff below them, connected to the train station by an extremely tall municipal elevator build into the side of the cliff face. But beyond the higher cliff face was the real, truly breathtaking sight: Sand dunes stretched as far as the eye could see, with dozens of extraordinarily massive ancient ruins sticking out of them in random places. Even in the permanently tinted skies, the sight was undeniably impressive.

"Look at all those ancient ruins..." Twilight's eyes were practically sparkling themselves. "My stars!"

"Wow... And we're gonna hike across that?" asked Gilda. "I'm in!"

As if on cue, the door to the municipal elevator opened. An elder brown stallion with grey sideburns and a wide-brimmed hat strolled up the party. "Greetings! We don't get many visitors to Newgate, so allow me to welcome you here! Most ponies think I'm the mayor, but I'm really not! I'm just a humble farmer who's happy to welcome you all to our tiny town! Name's Ochre Pie, official greeter of visit–"

"DADDY?" Pinkie gasped.

The world froze as the ponies locked eyes on each other.

**END CHAPTER SIX**


	7. Chap 07: In Aridium Mare

**Night of the Shy (Revamp)**

by Raefire

**CHAPTER SEVEN: IN ARIDIUM MARE**

Ochre Pie's eyes studied the pink pony with a stunned disbelief. "P-P-Pinkamena?"

_**"****DAD!"**_ Half of Pinkie's hair poofed back up into its normal curliness as she dashed across the short distance between her and the elder pony, tackling him, the two breaking out in joyful tears.

"Oh, my sweet Pinkamena! Oh, thank the stars! I can't tell you how good it is to see you again!"

"Does – Does that mean you forgive me, Dad?" Pinkie looked at her father expectantly.

"Honey..." He hugged her extremely tightly. "We forgave you the moment that door slammed shut."

Her heart felt almost completely whole again. A massive weight seemed to lift off her.

For the first time in days, a genuinely genuine smile appeared on Pinkie's face. She returned her father's embrace with one just as tight, nuzzling his face while tears streamed down her cheeks. "Dad..."

"Save your tears, sweetheart... You think I'm crying now? Wait 'till your mother sees you walk in." He dislodged himself from her. "Now come along. I want to meet your friends." He stared at her, slight confusion piercing through his watered-up gaze. "And may I ask, why _are_ you all the way out here?"

Pinkie looked down. She was not liking the whiplash of moods the current climate was taking her on. "It – It's a long story, Dad. Some of it still hurts. But first off: Does Newgate have a decent hospital?"

"'Decent'? I'd say it's pretty darn good, if you ask me. Not as modern as the ones you're probably used to, but gets the job done." Ochre looked at the medical car of the train. "Pinkie, just what is going on?"

"We have a few friends who need to be in a hospital for a while longer."

He raised his eyebrow. "How – How many?"

"Oh, about five or six."

He raised the eyebrow further. "And how many other uninjured?"

"Um...A double dozen... Maybe thirty. Somewhere between the two. I think. I'm not completely sure."

The instant his eyes caught hers glancing sadly at the sky, the eyebrow dropped and his voice softened to that of a concerned father. "Does this have anything to do with the sun not rising for two days?"

"Oh, it has _everything_ to do with that..." she growled ferociously, her tone taking the elder pony aback.

"I... I see. Well, let's make sure your injured friends are dealt with first. It just so happens Inky and Blinky are doctors now. Luna almighty, be prepared for Blinky. She took it the hardest when you left."

Pinkie managed another smile back at him. "Thanks for the warning, Dad. But honestly? After everything I've seen, getting attacked with hugs and tears is not gonna rattle me. Not one bit."

Ochre didn't press any more questions, even though he had many. It was rather obvious the turmoil his daughter was in. He didn't need to be a doctor to recognize the lost glaze in her eyes. She had witnessed something horrible, and recently. That was not a matter to force from anypony. It was better she explain it on her own timetable. He nodded. "Get everypony ready. I'll come back with Pewter and the girls." Heading back to the municipal elevator, he signaled to its operators far below. The contraption slowly descended, letting off a scream of old, rusted gears and pulley wheels grinding against ancient cables.

"Oh, my ears!" Rarity threw her hooves up to block out the noise. "What an infernal racket!"

"I'm with you there, sister," muttered Gilda, covering her ears.

"Oh, please," Trixie scoffed. "That is nothing compared to an orphanage full of shrieking infants."

"Well, that's nice. Mind going to one and collecting all the drool, so we can grease those gears up?" snapped the griffon – drawing chuckles from the others and an indignant huff from the blue unicorn.

"Alright, girls, knock it off," Twilight sighed, stepping past them and hopping up back onto the train. "You heard Pinkie's father. Let's get everypony off this train and ready to go by the time he returns." The group nodded, following her back to the passenger and medical cars.

A short while later, exactly thirty ponies were waiting by the elevator. Pinkie, Twilight and company headed up the front of the herd, along with the five injured and the three accompanying nurses from the train's medical car. They all waited as the elevator began to squeal all over again.

They could hear the voices long before their owners could be seen. "Dear, I understand why you have the girls with you, but what in Equestria possessed you to drag me out of the house?

"Trust me, Pewter. You'll thank me for this."

"Thank you? I'll thank you when we get that fruit harvested! You may be the official greeter of visitors, but I could give a rat's flank about some total stranger –" Pewter Pie's jaw dropped upon the opening of the elevator doors and the sight of the pink pony standing in front of her.

"Uh... Heh," blushed Pinkie. "Hi, Mom."

"PINKIE!" Blinky Pie, clad in her doctor's coat, bounded out and clasped her sister in a huge hug.

Pinkie smiled. "Hey, Sis. Missed you, too. Help them first?" she asked, gesturing at the injured.

"Oh!" Blinky snapped into doctor mode. "Right! Let's get these patients indoors! Inkie, help me!"

The sisters and their staff moved swiftly. Ochre and Pewter stepped out of the way, watching the stretchers roll onto the elevator. The younger Pie sisters nodded to Pinkie as the elevator descended.

Pewter turned back to her lone daughter. The silver mare's lip trembled, and she squinted, adjusting her glasses multiple times, unsure if she was seeing a prank. "Pinkamena Diane Pie... is that really you?"

Pinkie stepped towards her, lifting her face up and smiling at her. "It is, Mom."

Pewter embraced her, somehow avoiding an explosion of tears. "Oh my stars, it's been so long, little one! Just... Just look how much you've grown! Oh, my darling... My little Pinkie...All grown up!"

"Told you it'd be worth your time, honey," chided Ochre lightly.

Confusion suddenly broke across Pewter's face as she studied the crowd behind Pinkie and analyzed her daughter's conflicted eyes. "We never get this many visitors out here. What's happened, sweetie?"

Pinkie turned sullen and angry again. "A lot."

* * *

Cloudsdale. The pride of the Pegasi. Second only to Canterlot on the scale of absolute grandness. A triumph of equine engineering and architectural skill. Strong marble columns moulded over light but surprisingly supportive clouds made the weather-making headquarters for Equestria truly beautiful.

The civilians had fled after Nightmare's arrival, but the most dedicated weather factory workers stayed behind. A very large and strong contingent of the Royal Air Guard planted their hooves as well, many actually disobeying orders to aid Canterlot. They were hopeful that General Spur, a Cloudsdale native himself, would understand later. Defenses were set up and fortified – especially after Canterlot fell, and a number of the retreating pegasi Guards decided not to head to their designated rendezvous point.

They were wrapping a shield of storm clouds around the city when the first red-eyed cockatrice arrived.

Nopony knew it was happening at first. All they noticed was that the shield was not moving. It wasn't until their fellow equines fell from the air, encased in stone, that they knew an attack was underway. The solo enemy bird dodged spears and soldiers, outmanoeuvring rookie Guards and matching the experienced ones. Eventually, without losing any more equines, one Guard managed to silence the cockatrice with a well-placed spear through its chest. It fell like a rock, squawking in pain all the way. Before it hit the ground, it passed by the main attack force – a massive flock of cockatrice, angered at the sight of their cousin. The flock split up and ascended, breaking up through the clouds and attacking.

The pegasi were more than ready. The cockatrice had the greater numbers, but the equine defenders were better organized and had far, far more at stake. Spears, swords, wing blades, hoof blades, their own teeth; lightning, brutal winds and spears of ice from the storm shield – the pegasi furiously used everything in their arsenal to defend their home. They fought as their ancestors had: Proud, unrelenting and vicious. For a while, more cockatrice bodies rained down from the sky than did calcified pegasi.

Thirty minutes into the fighting, however, another massive flock of cockatrice arrived. The swarm of birds blotted out the only visible light left, and soon turned the tide of the battle. With their lightning attacks the only illumination left, the pegasi struggled to see their superiorly eyesighted enemies – and the slaughter began. Within another thirty minutes, it was over. Only the civilian pegasi remained alive.

But even the civilians were not so willing to give up. Mayor Cloudshift managed to use the city's rainbow pools to blind and defeat a few cockatrice in an attempt to make a dash for freedom – but he was quickly overrun and subdued, dragged to the city square along with the others.

Thrown into the circle of his compatriots, the Mayor proceeded to grab a fallen soldier's shield and spear, brandishing it menacingly. "Come on! You killed all our soldiers! Why not kill us, too?"

He was answered by a blade through his throat from underneath. Nightmare Shy rose up through the clouds below, carrying him impaled on his wing. "Well, they have to save at least one kill for me, you know..." She shook his limp body off her wing and whirled to face the factory workers. "You pegasi disgust me. At least the one I'm inhabiting had the sense to keep her hooves on the ground and barely get involved with your blasphemy. But as much as the notion of weather control makes me want to vomit, at times it does have its...benefits. So I'll make this simple: You can either start making the weather to my exact instructions – my friends here will see to that – or you can all refuse, and die."

The ponies barely moved, snorting in defiance.

"So be it." Nightmare Shy collected the body, nodded at the cockatrice, spread her wings, and flew off.

Seconds later, Cloudsdale's city square had a brand new set of magnificent statues.

* * *

The situation was explained on the way to the Newgate Hospital, so everypony knew what was going on. The injured were split up into three neighbouring rooms. Granny Smith and Apple Bloom were put in the first room, Big Macintosh staying with them. Zecora and the brown pegasus were put into the second room. General Spur was placed into the third room. Inkie Pie and the three Appleloosan nurses stayed to check on the new patients. Twilight and company, along with her brother and Colonel Nuntia, stayed to talk with the injured General. The rest of the crowd followed Ochre, Pewter and Blinky back to the Pie family home, assured that it was more than capable of housing everypony who had arrived.

Two hours later, the seven ponies and griffon crammed into General Spur's room found themselves waiting. Furious lightning, nearly on the scale of Princess Luna's ability, had started raging when they entered the hospital. But now... nothing. General Spur sighed, his bandaged wings folding together. "So that's it... I hope that doesn't mean Cloudsdale has fallen – but in all likelihood, it probably does."

Gilda hung her head, her wings folding slightly. "Hope Dash's folks got out of there."

"Speaking of, my shift's over, so I think it's time we all got out of here," piped up Inkie Pie, walking into the room with the Appleloosan nurse. "Let's give all our patients some space and peace and quiet."

"They can stay if they want, Dr. Pie. The last thing I'll have is peace and quiet. And how have I not been released yet?" The General practically growled his question. "I've come out victorious fighting in far worse condition than this, you know. My soldiers are waiting for me at the rendezvous point."

Inkie conversed with the Appleloosan nurse. For a discussion so quiet, it appeared to be rather spirited. It ended with Inkie shaking her head. "Sorry. Cosmic Sparkle's healing spell may have helped close your wounds, and the nurse patched you up wonderfully – but you've still got some bones that need to spend more time mending. I'm pretty sure crawling everywhere doesn't help one much on a battlefield."

He snorted. "Oh, you'd be surprised..."

"Stay where you are, General," Twilight interrupted forcefully. "That's an order."

"Buck... As you say, Your Highness."

"Don't worry, General." Inkie smiled. "You should be good to in a day or so. Thank that healing spell."

"That's little consolation. Hoofington and Trottingham will probably be taken by then, at this rate."

Hearing the name of her adopted hometown, Trixie recoiled. "Oh no...The Canterlot refugees..."

"And some of the refugees from Ponyville, last I heard," added Major Armour.

Twilight turned to the other soldiers. "Colonel Nuntia: You will go to the rendezvous point, let our soldiers know of the General's status, and prepare them for any further actions deemed necessary for the defence of Equestria. Along with said defence, one of your other top priorities is to locate and safely rescue Rarity's sister Sweetie Belle – and any other citizens, should you receive word of more such kidnappings." Her voice softened slightly. "Let the troops know that I and my friends would all gladly be there fighting alongside them, were it not for this mission that Princess Celestia gave us."

The Colonel bowed. "At once, your Highness. Fortifying Hoofington and Trottingham shall be our first actions." She looked over at Trixie, nodding. "There is more than one Hoofington citizen here, Miss Trixie. I will make sure it is defended with pride." Her comment drew a return nod of gratitude.

"Major Armour: You will be the liason between the Colonel and General Spur. When the General is fully healed, take him to the rendezvous point – or whatever location the troops have moved to."

Shining Armour saluted. "Understood, my Princess." He hugged Twilight. "Stay safe, Twiley. Colonel – let's get you to the rendezvous." With a flash of his horn, he teleported out, taking Colonel Nuntia.

"Dr. Pie, please take my friends into the hall. I wish to speak to General Spur alone for a moment."

Inkie obliged, gesturing. "You heard her. Come on, girls." The group shuffled out, closing the door.

General Spur snorted. "Well, you certainly have the barking orders part of leadership down."

Twilight rolled her eyes. "Thanks, General. I just have a few questions."

"Go on." He scowled. "I've got two days, apparently."

"Uh – Where is the rendezvous point? That seems something I should be privy to."

"Just outside of Las Pegasus. Quarter-day fly for us winged equines."

"And did you learn anything while you were being beaten by Nightmare?"

He furrowed his brow. "Not really. Except for one very interesting tidbit..."

Twilight's ears perked. "What?"

"_'I will be reunited with my child.' _That's what Nightmare said after asking me about Discord's statue."

"C – Child? Discord is Nightmare's child?"

"Makes sense, if it's true. We first thought Discord had escaped when Luna was corrupted. Still, it only confirms what we already guessed about Nightmare's intentions. Not much help, that revelation."

"That's the last question I have for you, General. Princess Luna and Prince Blueblood told me what it was really like during Nightmare Moon... If we are to possibly face the 'real' Discord in the near future, then I must know how he acted back then – and just how you and the Princesses defeated him."

The black pegasus' eyes sunk. "I was hoping you wouldn't ask me that."

"W – Was it really that bad?"

He raised his head at her, making eye contact – and for the first time in her life, Twilight saw in the normally stoic General's face more pain and sadness than she and all of her friends had experienced. Suddenly, he truly seemed as old as he actually was. It was a rather unnerving sight for her, to say the least. He cocked his head off to his left. "My saddlebag. Second inner back pocket, third row down."

Confused, she opened the nearby saddlebag and searched exactly where he'd mentioned – resulting in her extracting a very tightly wound scroll – a scroll that oddly seemed to be pulsing with magic.

"A copy of the full account of everything that happened, as noted by everypony involved. Take it." General Spur smirked. "Don't unroll it here. Enchanted paper – a far longer scroll than you'd expect."

Twilight raised an eyebrow. "...You keep a copy with you, General?"

"I'm over a thousand years old, your Highness. My body hasn't fully realized it yet, but my mind is beginning to. I don't have the power of the Flame of Limbo to keep my memories bright. Only the worst moments of the past still shine. As heartbreaking as it is to read much of that account, many other moments let me vividly remember friends long passed, and the better times we had. Having it near has helped keep my own heart's Fire of Friendship alive." His smile dropped. "DON'T. LOSE. IT. Luna knows what Nightmare's decided to do to the Canterlot Archives. It may be the only copy left now."

"I won't." Twilight placed the scroll in her saddlebag. "If there's one thing I'll tell Celestia when we get her and Luna restored, it's that we all should know the truth of the past – and never forget it, no matter how horrible. The public knows how Equestria was founded, we know about the Saving of the Dragons, the Mad Princess... But it's strange how the public doesn't know much about the recent past."

"Those recent incidents caused Celestia severe personal pain, your Highness. They caused us all severe pain... Nothing makes one want to hide from the truth more than a broken heart. I find it more than understandable why she wanted to keep the truth from you until you actually became Princess. Just to let you know, I protested whitewashing the public record at the meeting Blueblood no doubt told you of. But I was overruled. Maybe once you acquire the Royal Memories, you'll understand the reasoning. Sometimes, I know I'm lucky. I've forgotten some horrors. But the Princesses... remember everything."

"Thank you, General. That is all. I will apply your training to the utmost extent on our mission. You get your rest. I'm sure Colonel Nuntia and my brother won't let too much happen while you're still here."

The General saluted, cringing a bit from the pain that knifed through him. "Be safe, my Princess."

She saluted back before opening the door and joining her friends. "Dr. Pie, please show us the way."

* * *

There was not a single place on the ground that wasn't damp. No matter where she lay, Sweetie Belle could not find a single dry patch. She gave up and plopped down as close as she could to the burning torch just outside her cell, brushing aside some skulls and bones that would have freaked her out if she hadn't just seen ponies and Diamond Dogs slaughtering each other mere hours ago. The torch was the only source of heat and light in the entire dungeon, and she huddled underneath it, succeeding somewhat in her attempts to not shiver. Her eyes soaked from crying, she looked around blankly, as if there was anything to see beyond the moldy, moss-covered walls that faded into an mass of darkness.

She knew she wasn't forgotten. It just felt like she had been. She hoped her parents were okay, wherever they'd fled to. As scared as she was of being trapped in the dungeon forever, what made it worse was how she didn't know the fate of anypony she knew, except her sister. And all she knew about her sister was that Rarity had escaped from Ponyville, and was in Appleloosa. Or had been in Appleloosa. Rarity was probably running now. Running to some other town out further than she had ever traveled before. Running with her friends...

Her friends. That worried Sweetie Belle the most. Scootaloo had escaped – but to where? And the last time she had seen Apple Bloom...

No. Sweetie cringed. No, she couldn't think that. The fire had burned through the bones in the cage. Apple Bloom had gotten out. She had saved her grandmother. She was all right. She _had_ to be all right.

But fire burned through flesh faster than it burned through bone...

"Deep in thought, are we?"

The filly jumped, suddenly realizing light had flooded into the chambers. She focused on Nightmare Shy just as the door to the dungeon shut, dropping the world back into a sea of almost nothing. Only sharp red eyes and a very faint outline of the possessed pony were visible in the dim, flickering light.

"Didn't even realize it had gotten brighter in here. You really are slow on the uptake, aren't you?"

The captive young unicorn said nothing. She simply glared while her eyes re-adjusted to the darkness.

"You know you're not even looking at me, right?"

Again, Sweetie Belle said nothing.

"Quiet one, eh? Maybe you're hungry."

A slot at the bottom of her cell door opened, and a plate slid over to her with a grating screech. Sweetie looked down at the offering – and recoiled in horror upon seeing the meat. "No! That's disgusting!"

"What? It's just chicken." A toothy grin broke the blackness. "That used to be named Elizabeak."

Far more more horrified now, Sweetie violently smacked the plate away. It clanged loudly to the ground somewhere in the indiscernible distance. "No! Never in a million years, you monster!"

"Well, you don't have to be rude about it. Jeez... Did you even look at the salad I made on the side?"

"Go away..." growled Sweetie, her voice half shaking in fear, half enraged. "Just...Go away!"

"Aye, and there's the rub, my little pony... For that's what I've been trying to get you pathetic equines to do for a billion years, after your kind indiscriminately erased mine off the face of this planet. Almost."

There was no way Sweetie could have heard that right. That couldn't be true. There was no way.

"Yes... Let it sink in to that slow brain of yours, Sweetie Belle... I'm over a billion years old. I'm sure that's quite hard to believe now, despite the fact that you all blindly believed your precious Princesses were immortal until I proved that wrong. And oh, how I gloriously proved that line of thought wrong."

Despite being utterly scared, Sweetie Belle knew she had to be brave. If her sister AND Scootaloo could stand up to Nightmare, she could, too. "Well – well, it – It doesn't matter! With all this hate and fighting you're spreading, the Windigos will come freeze us all! Even you wouldn't survive that!"

An awkward, uncomfortably long silence followed. For a moment, Sweetie thought she had won.

But it was short-lived, as seconds later an uproarious laugh from Nightmare Shy pierced the dank dungeon air. The laugh continued for a very long while, and sent chills down Sweetie Belle's spine. "Oh... Oh, that was a good one. You are quite amusing, little one. I take it you went to school, right?"

"Uh...Yes?"

"And you learned all about Windigos, right?"

"Yes..."

"Tell me: What else are Windigos known for, besides feeding off hate and bringing endless winter?"

"Um... They're supposed to be cannibalistic, and can – possess... ponies– " Sweetie's eyes widened in even more disbelieving, terrified shock. She backed herself all the way up against the wall of her cell.

"Oh, I do so admire how you can just wrap the truth around a myth. Technically, it's not lying, but it still serves the purpose of getting everypony to not believe it really happened." Another toothy sneer briefly joined the glowing red eyes in the ink. "You should be very glad I don't have the power over weather anymore. I almost won that time. But no, once again, you ponies just had to ruin everything..." The red eyes floated around the corner. "Oh, and that wasn't Elizabeak. It was actually a piece of the – former – Mayor of Cloudsdale. Cockatrice captured the city earlier today. I think I'll send the dragons after Hoofington next. Word is the evacuees from Canterlot and Ponyville are all shacked up there."

"P...Ponyville?" Whatever bravery Sweetie Belle had found, she felt it all slowly seeping back into fear.

"Don't be surprised if the next dish I bring you happens to be your parents. Blackened unicorn... What a delicacy!" Another chilling laugh preceded the nightmare pegasus extinguishing the torch and leaving.

Now swathed in total darkness, Sweetie fell to the damp ground, unable to stop herself from shivering.

* * *

As it turned out, the new Pie family farm was some distance away from the hospital, near the edge of the cliff Newgate was built on. On the long walk through the village, a few curious citizens poked their heads out to watch the newcomers as they strolled past their houses. Though understandable, it was still rather unnerving. "Don't worry about these folks," said Inkie Pie, seeing the discomfort in the group. "Like Mom said, we don't get a lot of visitors out here to Newgate. Usually when a train comes out here, it's mostly a skeleton crew with supplies and stuff to trade. And to be frank, we kind of like it that way. Blessing or curse, Pinkie, you stormin' out led us right to where we fit in the most. No more of that stressful rock farming – now we just run a regular farm. It's nice, calm and quiet for the most part, aside from a few rows the neighbour kids get into every now and then. Works for us, though. Don't get me wrong, sis – we loved your parties, but we honestly just never were the type to be social like you."

Pinkie said nothing – instead, she simply smirked, not really wanting to respond to her sister. The initial shock of joy at seeing her family again had worn off, and though her spirits were raised significantly, overall it was simply not enough to overcome everything else that had happened to her recently.

Sensing the conflict swirling in her friend, Twilight decided to save her by letting her own curiosity run. "So, Dr. Pie, with being so far away from the rest of Equestria, how does this town function?"

"Oh, aside from the supplies I mentioned, we're mostly self-sustaining. Almost everypony has a farm here, and the town consumes the majority of the produce grown on them. Power for some of the more advanced machinery – like, say, the X-ray machines in the hospital – comes from geothermal energy."

Applejack raised an eyebrow. "Geo-what now?"

Trixie scoffed. "Geothermal energy. They find a naturally occuring area of hydrothermal convection, dig deep into the ground, capture the water rising to the surface and convert it into steam, which powers a generator. It's really almost a magic in itself, when you really think about it." She suddenly realized all eyes were on her. "...You're all wondering how Trixie knew that, aren't you? Well, my parents were stunt ponies in a Las Pegasus act until retiring. My mother coordinated all the water stunts. Her cutie mark is water, and she knows everything having to do with it." Her voice trailed off on its own fancy, almost as if she'd forgotten the others were right next to her. "I got my cutie mark doing a magic trick involving water for her birthday. She loved it. I'm her 'little sea pony.' Still calls me that when I visit. Always told me how good I was at everything I did. Probably when she shouldn't have, in hindsight."

"Your parents were stunt ponies – and you didn't get along with Rainbow Dash?" asked Gilda.

"The most I ever interacted with Miss Dash amounted to conjuring a thundercloud and zapping her on the flank with a bolt of lightning, Miss Gilda. I did not have the chance to tell her of my upbringing."

"Oh...I see." Gilda chuckled. "Not exactly the first time Dash ever got shocked by one of those things."

"You're not worried about your parents?" asked Rarity, remembering all her family had yet to be found.

"What? Me, Trixie? Worried about my parents? Heavens, no. I mean, as their daughter, I am worried - but only as much as I can be worried about them. They can take care of themselves. In fact, I wouldn't be surprised if it they ended up in the middle of the battle. They have an, um...interesting relationship."

"They like it rough, eh?"

"Gilda!" scolded Rarity. "Ugh, really! At least show some decorum!"

Trixie smirked. "It's quite all right, Miss Rarity... I did grow up in Las Pegasus, after all."

"Still... I'd like to see some notion of class preserv-" Rarity stopped mid-sentence as her, Trixie, and Twilight's horns started glowing. "What in Equestria... Twilight, darling, are you doing any magic?"

"Nope. Trixie, you?"

The blue unicorn shook her head.

Twilight frowned. "Then what–" She suddenly realized they were not very far from the cliff's edge. And instantly, she didn't need to remember any of her reading to reach her conclusion. "The desert..."

"...What about the desert?" asked Applejack.

"Those sands are soaked with some kind of ancient magic," cut in Inkie. "More of a curse, really – a horrible spell. Its energy infects slowly, like a disease. Can't see or sense it much – even unicorns have trouble detecting it. We know that around the ruins, the curse's energy is so great, it kills if one hangs around too long and lets it seep into their body. It dissipates out of the body with distance, though."

"Oh, great!" Gilda threw up her claws. "So we're running from an ancient magical being trying to kill us, and there's more ancient magic up ahead that could possibly kill us! Wonderful, just wonderful!"

"You tell us this information with total certainty." Twilight cocked her head. "What happened?"

Their tour guide closed her eyes and took a deep breath. "We thought the desert's magic was harmless, until some pegasus who fancied herself Daring Do – Somepony Craft, I forget her name – found her way here. Disappeared out there with her unicorn assistant, saying they were looking for treasure in the ruins. She came back about three weeks later, carrying his dead body. Crash-landed right in front of Blinky and I, gasping for help. Her mane and the hair on her tail had fallen out, she was bleeding from practically every pore of her body... It was terrible. We were able to keep her alive long enough for her to warn us about the magic. Died in Blinky's hooves... Heck of a way for us to earn our cutie marks."

"How long ago did that incident happen?"

"About a year after Pinkie left and we moved to Newgate. Why?"

"That long ago? And you never sent a message to Canterlot informing Princess Celestia of it?"

"Does that _really_ matter now, Twilight?" interrupted Pinkie. "Be happy that we know about it at all!"

Twilight blanched. "...You're right. My apologies, Dr. Pie. Please, continue showing us to the farm."

"Of course, Your Highness. But for the record – we did send a notice to Canterlot. It's how we got the funds to build the hospital." Inkie turned left, moving away from the cliffside. "This way, everypony."

The crowd turned and followed her – but Inkie's revelation gave Twilight pause. Princess Celestia had been told – and none of the incident had been put into the public record? "Why on Equestria would s–"

"Twi? You comin'?"

"Uh – Yeah, yeah... Be right there, Applejack!"

* * *

"_**TRAITOR!"**_

The combatants whirled around viciously, shaking the ground beneath their feet with every violent crash against the cave walls. Fire and gems spewed through the air in every direction upon each strike.

But as quickly as it began, the fight was over – the instigator overpowered and outnumbered.

_"You come here to show us THIS? That you just sacrificed years of peace – for some disproportionate revenge against an equine and her friends who merely disturbed your sleep for a few minutes?"_

"I did! We tower over these lands and all it creatures – yet tiny, insignificant beasts whom we can step on with ease are the ones who rule us? Tell me, friends – where is the true disproportion there?"

_"Young fool! The being you seek to assist is the very same being who nearly destroyed our race thousands of years ago! We would not be here, were it not for those you deem so insignificant!"_

"Yet we still helped that same being a mere thousand years ago!"

_"Before it gleefully revealed the truth about The Saving to us! It has no care for our kind – if we join its cause, we will simply end up in the same pile of dust as every other race on this planet!"_

"Our species is designed for making piles of dust." Smoke flared. "Do your worst. Just know that you don't have much time. It's on its way as I speak. And it believes you all have agreed to help it."

_"Then you have truly sealed your fate."_ The claws extended. The instigator was surrounded.

"Have fun with your masquerade."

The action was clean and swift. The instigator's words were forever silenced.

The victor looked at her companions. _"Burn this corpse. Take the other away – and preserve it well."_

"What shall we do about the being? It will no doubt seek him upon its arrival."

A wicked smile crossed wide lips. _"Let us raise the Queen. Her services are greatly needed."_

* * *

Braeburn checked the rows of sharpened logs that had been planted firmly into the ground facing away from Appleloosa. None of the several hundred giant spikes surrounding the town moved an inch. He moved on to the pits being dug behind the logs, planted with hundreds rows of smaller sharpened metal spikes planted just as firmly before being covered with canvas coloured the same as the dirt around it. Beyond that, pikes protruding from steel barricades – erected at a rate so fast it even surprised some of their own builders – protected the citizens who had volunteered to be the spear-throwers. When the fight finally broke out, the rest of the Appleloosans and buffalo would be behind them, ready for the brawl of their lives. Sharp rocks were piled everywhere in places everypony could reach them, perfect for hurling. And Sheriff Silverstar was helping the local blacksmith forge as many bladed hoof boots as they could – slightly crude in make, but still more effective than nothing but horseshoes or bare hooves.

If the fight came to them on the ground. He looked back at the tiny town. A lookout stood watch at the top of the Town Hall clock tower, while the archers of the buffalo troops stood shoulder-to-shoulder on every roof. Little Strongheart was busy examining the archers. Braeburn exhaled nervously as Chief Thunderhooves trotted over. "Shoulda' asked one of them unicorns in Cuz's posse to stay and help us..."

The old chief laid a comforting hoof on the stallion's shoulder. "You are not running away from the impending battle, young Braeburn. In fact, for one who doesn't particularly care for confrontation, I must say you are preparing most wisely with what you have around you. That is one quality of a great leader. There was no doubt a good reason you became Mayor of this town. It shall be defended well."

"Yeah, yeah... Still, none of these sharpened sticks or rocks we have are gonna do us one lick of good if we're attacked from the air. I just pray your archers are as good as you say they are, Chief."

The Chief grinned. "Perhaps you should throw some pies to start. It would be a most confusing tactic."

A hearty laugh escaped the Appleloosan. "Not a bad idea. I'll have to think about that."

* * *

To the relief of the three unicorns, their horns stopped glowing once they'd backtracked a fair distance down the road leading to the new Pie family home. After another brief walk filled with awkward silence, the residence came into view: A large house with an even larger, extended barn attached to the back, bracketed by a silo and windmill on each side. Around the buildings were acres of fenced-off farmland, planted with a variety of crops. Applejack's jaw dropped. "That's a heck of a farm ya'll got."

"Thank you, Miss Applejack. We've really tried to keep it fresh. No more boring rocks. We always plant something new in one field every year. Dad figured it's what Pinkie would do if she ran a farm."

"Eh heh...Yeah, that's what – That's what I'd do!" replied Pinkie, not happy about being put on the spot while her feelings were still roiling against each other. Her attempt at a cheery grin to hide it fell almost as quickly as it appeared. "Plant...Plant something new every year. Yeah... That's me, Pinkie."

Twilight raised an eyebrow. "Pinkie, are you–"

"Okay as I can be, girls...Just... Just a lot going on inside right now..."

As if she hadn't even heard the exchange between Twilight and her older sister, Inkie glanced up at the seemingly permanent dark blue clouds. "Though I can't say we're thrilled about the state of the sky right now. If this keeps up, everypony in the village is gonna lose their only source of food. Not to say we don't have barrels of stuff stored in case of a dry spell, but it's still gonna hit us pretty hard."

"Nopony's farm is gonna survive if that keeps up." Applejack grit her teeth.

The group marched up the porch steps, Pinkie stepping out in front aside her sister. She knocked on the door – and when it opened, she found herself greeted by the last thing she wanted to see right then.

"SURPRISE!"

A blast of noisemakers and confetti announced Blinky Pie tackling her in a hug. "Welcome back, Sis!"

Hanging over the foyer was giant _WELCOME BACK, PINKIE_ banner, and balloons everywhere. Underneath the banner stood Pewter, Ochre, Prince Blueblood, and all the young colts and fillies. Every single one of them had just put down their own noisemaker, and were beaming at Pinkie.

"It's not much, but it's the most we could do before you actually got here. Oh, it's so good to see you!"

Pinkie's faced squished up and her lips trembled fiercely – but she just could not get the smile out. "NO! NO, NO, _NO!_" She shoved Blinky off of her and ran the other direction. "NO PARTIES!"

"PINKIE!" cried Pewter, as aghast as everypony else. She bolted down the steps towards her daughter.

"I'M NOT IN THE MOOD FOR PARTIES!"

"...Pinkie? What – But you're all about parties, honey..."

The pink pony turned around, wiped tears away from her eyes, and wrapped her mother up in a very tight embrace. "I can't tell you how glad I am to see you, Dad, and the girls again. Honestly, this is one of the best days of my life. But... I'm still just not in the mood for parties. Not right now. Not after what's happened. I – I can't be. I just can't be happy like that again until I know this all over. Not until I've helped my friends do what we've set out to do. Not until I know that we've truly stopped Nightmare, that Fluttershy is safe, and that nopony else has to worry about seeing what we saw that night at the Celebration. NOPONY!" she growled fiercely. She retracted from the hug, finally breaking a half-smile upon seeing her worried friends and family had come out and surrounded her. "But I Pinkie promise, I will make up for it when this is all over. When we've finally won – I promise you all, right here, right now, that I will throw the biggest, most glorious Pinkie Pie party the world has ever seen! It will be so happy that Ditzy, Gummi and Rainbow Dash will be able to enjoy it from wherever they are up in the stars! No party after it in history will EVER be able to match it! NEVER EVER!"

What seemed like a lifetime of silence followed, punctuated by nothing but Pinkie's heavy breathing.

Then Blinky suddenly hugged her sister. She didn't say anything – she just wanted to calm her down.

"Feel better now?" asked Pewter.

Pinkie nodded, the presence of her younger sister helping her regain composure. She felt silly, ranting like that. It had all been genuine, yes, but it was still rather embarrassing. "As better as I can feel." She smirked, tightening the hug around Blinky. "It really is good to see you again, Blinky. I missed you, too. I'm sorry I wasn't there to see you and Inkie grow up. It would've been fun." Another full, genuinely warm smile broke from her. "Perhaps a game of pattycake later, like we always used to?"

Blinky smiled back. "Sure, sis."

"Do realize that we're going to hold you to that promise now, Pinkie." A few tears slipped from Rarity's eyes. "What a most perfect way to honour Rainbow Dash. I think we can all say she would love it."

A deep smile crossed Ochre's lips. He looked back up at the others still inside. "Alright, everypony. You heard it. Let's take down the banners and balloons... Yes, yes, I'm sorry, little ones," he added as a few of the foals whined in disappointment. "Don't you worry, there will be another day to celebrate..."

"So can we still eat the cake, or did you not have time to make one?" asked Gilda.

All the older ponies turned to stare at her with incredulous eyes.

"What?"

* * *

Shining Armour was impressed. Tents lined the expansive valley below where all the troops were gathering. Much to his relief, many of the surviving Canterlot Guard earth ponies and unicorns had not decided to desert. Even a few pegasi Guards had shown up, eager for payback after hearing about Cloudsdale. Units from Las Pegasus, Manehattan, Fillydelphia, Manechester and Baltimare had also heeded the messengers Twilight had sent out. It would not be long before more messengers reached Whinneapolis, Foaledo, Galloping Gorge, San Franciscolt, Seaddle, High Portland and Low Portland.

Colonel Nuntia proudly strode up beside him, lantern light from the valley reflecting off the dark byzantium pegasus' coat. "Well, if that doesn't give you hope, Major Armour, I don't know what will."

"Certainly raises my spirits. Probably shouldn't keep them all shacked up in one place for very long, though. If Nightmare has any spies all the way out here already, it's gonna know about us real quick."

"If Nightmare does have any spies out here already, Major, then Nightmare undoubtedly already knows of our presence. We'll just have to adapt – and pray none of those infernal parasprites are sent after us."

"Amen..."

"Before you return to General Spur, I have one small mission for you, Major: Pop yourself on over to Hoofington and Trottingham. See what needs to be fortified, and what extra troops they may need."

Shining Armour saluted. "At once, Colonel."

As he teleported away, one team of unicorns from Canterlot's Shrieker Squad trotted up. "Colonel?"

"Ah, good, Corporal. You're here. I have a stealth reconnaissance mission for you. I need eyes on the Diamond Dog lair. Find one of the high ridges nearby, use invisibility spells to infiltrate – do what you need to observe them for a while. I know they can deceive us with many entrances and exits to their caverns – study and mark the ones they seem to use the most, if they happen to come topside for any reason. Most of all, I need solid proof that Rarity's sister Sweetie Belle is being held there. Probably logical, given that the Diamond Dog castle has an existing prison system, but I need to be absolutely sure before committing resources to a rescue mission. Especially advise if you spot Nightmare Shy."

The unicorns nodded and teleported away instantly.

* * *

The red dragon bowed, as did all the other dragons in the clearing, when Nightmare Shy landed amongst them. "I must say, old friend – you are surprising me with every passing minute. First your accomplishments in Ponyville – but taking Canterlot? And Cloudsdale? Most impressive, my friend."

Nightmare Shy nodded back. "Thank you kindly. I am in need of your wings now. Refugees from Canterlot, Cloudsdale and Ponyville – along with a sizeable number of Royal Guards – are bedded up in Hoofington and Trottingham. Wiping them all out would be a severe psychological blow to the Element wielders. Leave nopony alive. I also ask a few of you to accompany the manticores and remaining timberwolves I'm sending to Appleloosa, where my spy has revealed the wielders to be hiding. The town has nothing, so it should easily be subdued. If you do not find the wielders in Appleloosa, search past it. All the way to the desert – or even the ocean, if you absolutely have to."

"It shall be done, old friend." All the dragons followed their red companion in bowing again.

"Ah...Courtesy! You surprise me yourself. Have fun storming the cities!"

"You are not joining us?"

"I have... other business to attend to. Finding my child and the Flame are the far more urgent tasks at hand. If I find either first, what little threat the Element wielders pose to me is completely obliterated."

"I see. Well, we shall leave you to it. _TO WINGS!"_

* * *

With the other five fillies and colts around them, Prince Blueblood pulled one very upset young unicorn filly close and dabbed her eyes with a napkin. "Shh... Shh... It's okay, it's okay... There will be another time for parties, sweetie. You did hear what Miss Pie said after she said "No parties," didn't you?"

"But I wanted THIS party!" cried Golden Vision, pouting her lips and stomping her little hooves in protest. "I wanted THIS PARTY!"

"Why?"

The filly stopped crying heavily, locking eyes with her new father. "Because – Because if we had a party now, then – then I won't be scared and sad for a while! I'm sick of being scared and sad!"

Blueblood smiled, wiped her tears some more, and nuzzled her closely. "Golden...Everypony here is sick of being scared and sad. But a party isn't Miss Pie's way of dealing with everything, you know."

Golden Vision snorted in a huff. "It would've made me feel better..."

The Prince looked all of his foals with a smirk. "Okay, tell you what: After Miss Pie and her friends leave to go on their mission, I'll ask her parents if they'd be willing to throw a party, if you think that will really help you feel better. I'm pretty sure a little insightful unicorn filly's birthday is soon..."

All the foals' eyes lit up, but Golden Vision's especially. "Really?" Upon his his positive nod, she sank in closer to him, nuzzling his face and kissing his cheek. "Oh, you're gonna be an awesome Daddy!"

"He's not gonna be just an awesome Daddy," said Sunshine, climbing up and plopping himself down on top of the Prince's head. "He's gonna be the best Daddy ever, in the history of all Equestria! Right?"

"YEAH!" came the unanimous response, the children giddily piling themselves all over the stallion.

Outside the room, Rarity watched their horseplay with a bemused grin before partially closing the door. She turned around – and came face to face with Trixie. "Oh! Miss Trixie. Why, hello there..."

"How are they taking the 'no parties' thing?" asked the blue unicorn.

"Well, one of them was crying about it earlier, but he seems to have cheered their spirits up quite a bit."

Trixie smirked. "Probably offered to throw them a party after we leave. Golden Vision's birthday is approaching, after all... Oh, I must admit, Trixie is going to miss those children..."

"Well, I'm sure he will let you visit them if you ask."

"Yes, I'm sure you two will let me see them."

Rarity's cheeks blushed bright red. "Oh dear...This implication again? I'm still not sure..."

"Why not, Miss Rarity? He's perfect for you, now that you know his true side... Kind, loving..."

A bell went off in Rarity's head. It was a bell she wasn't fond of, but she was curious enough to let its ringing affect her next question. "Do I...detect... a bit of love for him coming from you, Miss Trixie?"

Trixie laughed. "Oh, don't get jealous of Trixie now! I do care for him – but like a sister, and no more than that. Even if I was actually attracted to him, it would be fruitless. You always seemed to be on his mind. He credits you with – and I paraphrase to the best of my remembrance – pulling his head out of where he'd stuck it so far up his flank after the war with Nightmare Moon. And little Dinky Doo was right – you would honestly be a wonderful mother. After all, you do have experience with your sister."

The fashion pony scoffed, cringing slightly. "Experience? What experience? I've barely done anything for her! Most of my time with her before this was spent telling her not to bother me while I worked, or screaming at her for making a mess. She's a filly! Of course she'll make messes! Really, the only decent thing I've done was run with her at the Sisterhooves Social – and that was to make up for my earlier horrible attitude! And I let her get captured! How can you say I have mother experience after that?"

"Nightmare is the only one to blame for her capture, Miss Rarity. Nopony else. You only feel guilty for that because of hindsight. But before all that – You were _there_, Miss Rarity. You were simply _there_ for her. To any young child, that is almost enough to satisfy their emotional needs. Somepony just being there. There for even something as emotionally wrenching as an argument and reconciliation. You care enough for your sister that even though our mission will take us in the opposite direction of where she probably is, you've still let those who have the capacity to rescue her know that you will not be satisfied until you see her again. You are not willing to give up on her." She smiled at the playing foals. "Those little angels were abjured of any such love or care from the very beginning – until the newly humbled Trixie found them, that is. Now they have a father. They know love, like you and your sister."

"You hear that, kids?" said Blueblood, having been listening to the mares the whole time. "You all have a father now. A father who will stay with you, and not run away from the very idea of raising children."

"Really?" asked little Harmony Song, a pegasus filly wrapped up in his tail.

Blueblood lifted her up and over to her with his tail, rubbing noses before gently setting her down. "Really. If there's one thing I won't be, it's like the parents who abandoned some of you. I was lucky to have a very caring father and mother. If they hadn't been killed, they would probably be right here with me, ecstatic to suddenly be grandparents to six or seven children. I want you all to have the same chance I had growing up. I squandered a thousand years of my life away. It's time I made up for it."

Pumpkin Crunch gripped the stallion's front legs tightly. "And you promise to protect us?" he asked.

Blueblood's eyes suddenly darkened, his voice becoming more forceful. "If we are attacked out here or anywhere else, and for some horrible reason the worst does comes to pass – then all of Equestria will know that a very proud father died defending his children to the very last of his strength. I promise."

Daring Bolt flew across the room from his perch on the Prince's back and kicked the half-open door fully open, revealing Rarity alone. He grabbed her hooves. "Come on, Miss Rarity! Come play with us! Forget your mission for a while and have some fun! You're gonna be our Mommy after this, anyways!"

"Wha – Wait! I don't –" Rarity frantically resisted. She looked around for help – but Trixie had disappeared. She looked down at the young colt's pleading eyes – and her resistance softened, her eyes warming. "Oh, I supp – WAH!" she gasped as the cheering young foal pulled her into the room.

* * *

She wished she could do magic. She wished it so much.

But no matter how much she strained, no matter how much she struggled, no matter how much she tried to do what Rarity and Twilight had told her about performing magic – she just couldn't do it.

Sweetie Belle collapsed in exhaustion, water she couldn't even see splashing onto her, having tried to light the torch outside her cell for what felt like two hours. She was positively shaking instead of shivering now. The dungeon had gone from cold to freezing cold. She had thought huddling would let her feel the warmth from torches on the other side, if there were any – but it was an empty idea, as all she had experienced was the stone wall not only being ice cold to the touch, but full of sharp edges.

"What am I doing wrong?" She sighed and thought back to the lessons – and remembered the chastising she got for not relaxing herself. "That's it!" She looked up in the general direction of the torch. Her eyes had adjusted to the darkness somewhat, but it was far too dark for even equine eyes to see very far. She exhaled slowly, calming down, relaxing her body – even slowing her shivering. After she was very cool and collected, she calmly tried to cast the spell once again – and nothing happened.

Absolutely nothing happened.

"AW, COME ON!" she raged, spinning around and punching the air in anger and frustration. Only instead of punching the air, she managed to punch the wall – and cut her hoof on the sharp edges.

They weren't deep cuts – but they were the catalyst. All her fear, anger, frustration and sadness came out of her in a wail of pain that echoed off the walls while she shivered alone, crying in the cold dark.

* * *

Applejack fell over laughing when Rarity appeared in the living room for the meeting – her mane an absolute wreck, and young Beach Star dangling from her frazzled tail. "Oh, lordy, Rarity!"

Rarity lightly flicked her tail out of the young filly's grip. "Go on, sweetheart - back to your father now. This meeting is not for you. Applejack, you can stop laughing now," she added in a huff, walking over to the other five while using her magic to return her mane and tail to their normal, pristine condition.

"Oh, dang... I wish I could've gotten a picture of that!" chuckled Applejack as she calmed down.

Trixie smiled gamely. "I take it you got along with the children quite well?"

"Oh, they're all darlings... Rambunctious for seven in the morning, the tykes... Although if I didn't know better, I'd say _somepony_ conspired with them to get me in the same room as Prince Blueblood..."

Trixie recoiled from the accusatory glare. "Me? Humble lil' Trixie, a conspirator? Perish the thought!"

"Are we gonna snipe at each other about playing cupid, or are we gonna have a meeting?" asked Gilda.

"Yes, please, meeting," said Twilight. "I called this because we have a serious dilemma. As delightful as it is to know that we've found Pinkie's family again, that appears to be offset by the fact we now know our planned course of travel is teeming with enough ancient dark magic as to possibly kill us. Now, since we don't even know where the Flame of Limbo is, we could just be heading into a nowhere situation. I want to be as sure as I can be that going through the desert is our best course of action."

Gilda crossed her wings. "And just how you plan to do that?"

Rarity – you were able to modify your gem-finding spell to find normal minerals. Can you try focusing it on a specific gem or mineral? Like, say – the giant diamond the Flame of Limbo is encased in?"

"Hmmm...That's going to be a lot harder to do – but no sense in not trying." She closed her eyes and focused, letting the gem-finding spell flow through her, concentrating hard on diamonds specifically. Her horn bathed the room in a warm cyan glow as she put all her energy into the effort, struggling to single out the gemstone. But it eventually became too much to bear, and she dropped it, exhausted.

Twilight waited patiently. "Well?"

"I could sense diamonds, but that was about it," replied Rarity. "I'd have to be close to really know."

It was the answer Twilight was expecting, but not really hoping for. She heaved a knowing groan of annoyance – not at Rarity, but at the situation. "Alright. Guess we should just put this up to a vote."

Gilda sat up straight. "Okay, so, we can either go back and risk capture or death, or go forward and risk capture and death – all in some wistfully hopeful search for a bonfire in a diamond. Great options."

The griffon's sarcasm got a snicker from everypony, even Twilight. "Well, when you put it that way..."

Applejack cleared her throat. "Show a' hooves – Who votes we go back to try another direction?"

Nopony raised their hoof.

Gilda scoffed. "Well, that was easy. I'm gonna go get a drink. Lemme know when we have to leave!" She stood up and aimed herself right towards the kitchen.

"I – I'm gonna get something to drink, too," said Pinkie, hopping up and following Gilda.

"Oh, speaking of children – where on Equestria have Scootaloo and Dinky gone to?" asked Rarity.

"They're with my parents, and Spike. Probably still sleeping right now." Twilight shifted in her seat. Scootaloo's still not exactly comfortable with hanging around the other children at the moment."

"I see..."

"In any case," continued Twilight, taking out a pad and pencil, "since we've decided on where we're going, then our first order of business is to prepare. We're going to need food, drinking water, tents..."

Twilight's voice faded as Pinkie trotted around the corner and down the hallway to the kitchen – where she stopped outside the doorway, something about the sight of Gilda making her just want to observe.

Freshly-made drink gripped in her talons, Gilda stared out the window over the kitchen sink. She still hadn't quite gotten over the news of Dash's death yet. She wanted to believe that Dash was somehow alive. But she knew she'd be disappointed. She raised her glass to the sky, a few tears slipping from her. "Here's to you, Dash. Here's hoping we survive this whole thing." She swigged the drink in one gulp. "Here's hoping I survive. I guess it's better than dying in a rotted barn, sorting gems like a lunatic..."

"...G – Gilda? Am I interrupting something?"

The griffon nearly crushed the glass at Pinkie's voice. "Wh – oh. The meeting too boring for you, too?"

"I just have a question to ask you. One I don't want them to hear."

The griffon seemed confused, but shrugged. "Fine, whatever. What?"

"Well...Um, a few days before this all happened, Dash and I were planning on finally pulling a prank on Fluttershy. She was always bugging me about doing one, but I'd always tell her we couldn't, because of Fluttershy being extremely sensitive to surprises and stuff that come with normal pranks. But that day, I remembered a prank Dad pulled on Blinky when she was just a tiny foal, and was kind of a lot like Fluttershy. I thought he'd scare her real bad – but she found it really funny. Dash thought it was the perfect prank for Fluttershy. But the day we planned to pull it on Fluttershy, Gummi disappeared..."

"So in a nutshell, if we survive and save your friend – you want me to help pull that prank on her?"

"...perhaps? It really depends on how Fluttershy is after we free her from Nightmare. If we do. Rainbow tried to pull it on her with the help of her bunny Angel, the morning before Nightmare got her – but, well, you know how it was with Dashie and sneaking up on anypony..."

Gilda cut her off. "Just – What's the prank?" Pinkie leaned in and whispered the plan into Gilda's ear – which immediately elicited a seriously mischievous grin. "Oh...Oh, that's actually pretty good..."

"I mean – we don't _have_ to do it, but just like the big party thing I kinda screamed about earlier, I think it would be something Dash would appreciate. You know what I mean, right?" asked Pinkie.

What are you gonna tell your sensitive friend it it backfires and we end up scaring her?"

Pinkie smirked, almost evilly. "That it was all Dashie's idea."

A solid laugh escaped Gilda. "You know what? You're not that lame after all, Pinkie Pie. I can see why Dash considered you a friend now. I guess it's hard to spot when you're Miss Sugar Rush all the time." Gilda offered her free talons. "This is all still so weird for me – but that's too good to pass up. Deal."

* * *

Colonel Nuntia looked up at the flash of a unicorn teleport. Outside of her tent stood Major Armour.

"Report, Major."

He entered the tent and walked straight over to the maps of Hoofington and Trottingham laid out on her table. "Hoofington needs a few more unicorn and ground squads to protect the refugee camps – there's so many civilians, they can't even hold them in every building, so they've had to put them in the streets. Trottingham's in similar straits, although they have more buildings, so there's not as many exposed civilians. General Havoc also requests a pegasi squadron or two to help shore up the North High Wall."

"It will be done immediately. Report back to the General, then–"

One of the lookout unicorns suddenly teleported into the tent, panting in frantic breaths before he finally regained his composure and voice. "Colonel! Dragons! Hundreds of them! Flying over the Diamond Dog lands now! They'll be over Hoofington and Trottingham by the end of the day!"

Colonel Nuntia looked at Major Armour. "Belay that report to the General, Major. Get to Trottingham. I'll send somepony else to Hoofington. We'll get as many additional troops to the cities as we can."

Shining Armour saluted. "Colonel!" He teleported away.

"Thank you for the warning, soldier." Nuntia nodded at the remaining unicorn. "Return to to your reconnaissance mission. Unless they decide to attack your team, you are to ignore the dragons."

He saluted solidly before teleporting back to his colleagues.

She stepped out of the tent. "UNICORN AND PEGASI SQUADS, TO ME! THIS IS NOT A DRILL!"

* * *

"Manty? Manty?" Nightmare Shy looked around – and was blindsided by an extremely happy manticore who tackled her, licking her mane happily. "There you are, Manty! Are they with you?"

The creature leaped off her, circled and roared to the sky. The roar was matched by similar roars all over, and soon an entire herd of manticores stepped out from behind the dense forest fauna. "Oh, you're such a good Manty! Now then... You remember those ignorant ponies from a while back, who attacked you when all you really wanted wanted was for somepony to pull that thorn out of your paw?"

The beast bristled, drawing a delighted sneer. "Good, good, you do. Well..." The red eyes glowed, the magic instantly affecting the herd. "I know where they are. I've sent some of my other friends after them already, but they need help. Follow the train tracks west. Do not let anything get in your way."

* * *

Twilight popped her head into the kitchen, levitating a pad and pencil in front of her. "Pinkie, do you want anything specific to eat? I'm going head over to the town's General Store to see what they have, in order to supplement what we can get from this farm before we head out. Any extra treat suggestions?"

"No, not really. Some strawberries would be nice, if they have any."

"Strawberries... Check."

"Mind trying to find some meat for me?" asked Gilda.

Twilight nearly dropped her pad in her initial shock, but caught it and recovered. "I... Um..." She gave the griffon a look of resigned understanding. "I – I'm sorry, Gilda. I'll look, but I wouldn't hold your breath. The best we can do is probably some vegetarian emulations, like tofu steaks or something..."

Gilda crossed her wings, slightly aggravated. "You can't even conjure up anything with your magic?"

"I tried to conjure a bird out of thin air once...I don't think a fly would have called the results edible."

Gilda didn't seem entirely convinced – but she let it slide, for the most part. "Alright, whatever. Normally, I'd say 'prove it, egghead,' but that doesn't really sound like something I want to see proven."

"I'm sorry, Gilda. Tell you what: I'll bring an extra bag or two, in case we run across anything you can hunt and catch. I may not be able to conjure up something, but using magic to preserve food AND pack way more stuff than one would normally be able to pack are two tricks I figured out a long time ago."

"You tried seein' if there's any vermin on the farms you could possibly get rid of, Miss Gilda?" interrupted Ochre, stepping into the room. "I'm pretty sure we got all the rats and gophers around here – but with those pesky little ingrates, there's no telling how quickly they rebound their numbers. Or maybe one of our neighbours has a chicken or pig past their prime. Not much, but it'd be some meat."

"Hmm... Thanks, Mr. Pie. Some meat's better than no meat at all. I mean, seriously, if I could stand eating flowers and grass all day, I'd be able to handle this. But I can't eat that stuff all the friggin' time. You better hope I find some meat, though – otherwise my ancestral cravings for horse might resurface."

By this time, Applejack had found her way to the kitchen. She wrapped a hoof around the rather surprised griffon. "Girl, trust me – as horrible as it is for us to think about, we still understand it's somethin' completely natural for you. Hay, even Fluttershy fed her weasels a fish or two every day."

Gilda politely escaped the unexpected embrace. "Okay, yeah, got it. I'll start in this barn, I guess."

"Just tell me when you're ready, and I'll take you to the other farms around here," nodded Ochre.

"Thanks," replied Gilda, leaving the kitchen and heading for the barn.

Ochre turned to his daughter. "Pinkie, can I talk to you alone, please?"

"Uh...Yeah, sure, Dad."

The two left the kitchen. Pinkie followed her father through the hallways until they reached the master room. Ochre opened the door and led her in – and she noticed her mother was already in the room. Ochre closed the door, turned around – and immediately, he and Pewter enveloped their daughter in yet another emotional hug. This one was wordless, and Pinkie let it go on for as long as they wished.

Eventually, Pewter broke the silence. "Be safe out there, sweetie. We want you to come back again."

"I will be, Mom. I'll do everything I can to protect my friends."

"Speaking of friends..." The elder ponies broke off the hug, with Ochre smiling. "We know you're going through a rough time emotionally right now, but if it's okay with you – mind telling us all about them while we have some time? Before she ran away, I remember a young filly who used to always tell us about her day when she got home from school, no matter how bad it may have gone for her – and the times when doing so was pure therapy for her, like when she had to deal with her beloved Granny passing away. We want to know everything we missed, and to help you feel better at the same time."

Pinkie smirked. Gummi had taken their position when she'd run off, always listening to her as she rambled away on how her day had gone. She hadn't felt comfortable rambling like that to any of her friends, though – even Applejack, old friends as they were. She was glad to finally have the chance to do that again. She sat down in the middle of the room. "Okay, then – I first met Applejack..."

She told them everything, down to the last detail. Even about the time she'd completely lost it over the misunderstanding about her birthday. The time she'd used Granny Pie's advice to help her friends escape the mutated trees when Nightmare Moon had reappeared. Not a single detail was left out, all the way up to the first day Gummi had disappeared. And when she was done telling them everything – she had to admit, she felt better. She watched her parents as they looked at her with nothing but love.

Another genuine smile crossed her face. "Thank you, Mom. Thank you, Dad."

There was a knock on the door, and Twilight stuck her head in. "Pinkie, we're ready to leave now."

"Alright. Just give me a sec." She glanced back at her parents.

They smiled. Her mother stepped forward and kissed her on the cheek. "Go. Your friends need you."

Pinkie kissed her back, then joined Twilight. With her parents right behind her, she followed her friend to the front steps of the house.

Where everypony else was waiting. Inkie, Blinky, Prince Blueblood and the children, Twilight's parents, Spike, Scootaloo, Dinky Doo, Big Macintosh... Even some curious neighbours had come out.

Big Macintosh was in the middle of embracing Applejack. Applejack looked up at him. "You take care of Apple Bloom and Granny now, y'hear, Big Mac? You dang well better take good care of `em."

"I can handle `em, Sis. You just watch yourself out there."

Sunshine hopped over to Trixie, hugging her leg. "Are you really leaving this time, Miss Trixie?"

Trixie chuckled. "Yes, little one. But I shall return. There is nothing out there that Trixie can't handle."

"You better!" he scolded.

"You come back, too, Miss Rarity!" pleaded Golden Vision, gripping Rarity's hoof. "You may be all fashiony and everything, but you're still pretty cool!"

Oh, darlings, of course I'll come back! Hopefully by that time, the rest of my family will be waiting. Oh, I just know you little fillies would get along quite well with Sweetie Belle! She's...quite rowdy."

The young ones giggled, before Prince Blueblood stepped forward. "All right, children. All right..." He looked up at the fashion mare – and his face started to turn red. "Um... What the children have said, milady Rarity. It would be a dear loss to everypony here if you were to, um... not return...and..uh..."

Rarity scoffed, a slight blush forming on her cheeks as well. But she was feeling more generous, and moved up closer towards him, fluttering her eyes brilliantly. "And what? Well, go on, good sir!"

"And – and – oh, hay!" He threw his head forward and pressed his lips against hers. She immediately sunk into the kiss, graciously returning it. The children cheered as the couple continued their affections.

Their lips unlocked, and Rarity had to chuckle at his awed expression. It had been a truly magical moment for her. "I think this is where I say that I'm no longer hesitant about you, my dear Prince."

"In that case, allow me to give you something else to come back to." He suddenly kneeled and magically took from his saddlebag spectacular ring that made Rarity's eyes bulge – a platinum band with gold and silver weaved into it, and a center "rose" made of a diamond and rubies for the petals.

Rarity's brain practically short-circuited. "P – Prince Blueblood – I –"

He shushed her calmly with a hoof. "I'm actually a Duke, but I prefer 'Prince.' That was the nickname I was given in youth, and it's stuck with me all these many years. And one of the great perks of living for so long, milady Rarity, are the skills one has time to learn and perfect. I may have mentioned my love exists for you and only you, but I must be honest: That was not always the case. I made this ring for the first mare to capture my heart: Duchess Mi Amore of Laminae, daughter of the Cadenza family, who co-ruled the magnificent city alongside my family. She accepted it, and our marriage was hailed as finally bringing our lineages under one castle. But war broke out before the ceremony – and sadly, she did not survive the destruction of Laminae at the hooves of Nightmare Moon. Miraculously, though, the ring somehow did. I almost swore to never love anypony again – but as her talent was strengthening the love of others, it would have been wrong for me to do so. Instead, I vowed to search for a new mare, and I've kept this ring with me at all times ever since, hoping for the day I found a new heart who would spark the same feelings in me as she did. Your heart, milady – your heart has done just that, and so much more. I am sure her spirit approves of me giving this ring to you. Will you accept it, Milady?"

Rarity shook her head, collecting herself. She suddenly giggled softly. "Keep it–" she pushed the ring back to him, rendering a bit of shock from him, "–so that I may have my husband present it to me at our wedding when I return," she finished, kissing him again. The children cheered even more, running over to her. She smiled and embraced every one of them. "Yes, even I think I'm ready to deal with all of you little ones. Even you, Dinky–" She looked up at her Ponyville friend's daughter, smiling warmly. "That is, if you're willing to have put up with seven younger sisters and brothers, once Sweetie's back."

Dinky walked up to her – and gripped her hoof. "I think you'll make a great new Mommy for me."

The other children cheered again, surrounding their new family member excitedly.

"Hey squirt!" Gilda teasingly glanced at Scootaloo, smirking. "You gonna join their family, too?"

"Nah." The orange filly flew over to the griffon. "But it would be cool if you adopted me!"

"Wha? Gh – Um... Ah buck, I walked right into that one... But on a serious note, kid – if you wanna talk to somepony who knew Dash a bit while I'm gone, I'd suggest talking to Spitfire. I think she'd be pretty happy to talk to anypony while she's stuck in that hospital bed – even an excited young fan."

"Thanks, Gilda – though I think it's time I got over my Dash fixation. Not that I can't remember her as a role model or anything, but it was only when _I _really wanted to fly that I finally figured it all out."

"Good attitude, kid. Now you run along. I'm still not good at all this mushy stuff."

Blinky stepped forward and embraced Pinkie. "Guess that pattycake game can wait, Sis."

Pinkie scoffed warmly. "When I get back. Pinkie Promise."

Twilight hugged Spike and her parents. "You keep them safe, Spike. You hear me?"

"You got it, Twilight!" Spike saluted, drawing a chuckle from all the Sparkles. "Good luck!"

"Thank you, Spike, We're going to need all the luck we can get, frankly. Alright, girls – you all ready?" Twilight passed out stuffed saddlebags to everypony. "We are going to have to leave sometime today."

"Yeah, I'm ready – but, uh...How are we all gonna get down there?" asked Gilda. "Besides me flying."

"Easily. Rarity and I can teleport with Applejack and Pinkie, and Trixie can teleport herself."

"Rarity, teleport?" asked Applejack. "I – I mean, I don't wanna sound rude or anything, but the last time she tried to teleport – hey, whoah, whoah!" she gasped as Rarity scoffed and engulfed her and in a teleportation aura – where they arrived safely on the floor of the desert. She let her heart stop racing before talking again. "Okay, you've been practicing. I'm sorry. But Celestia, girl - warn me next time!"

Twilight popped in behind her, with Pinkie. Trixie appeared a second later – followed shortly thereafter by Gilda, who took forever to glide herself down through the air and find where they'd all gone to. "Oh, you ponies are lucky your horns are glowing down here. I could barely see you even with my vision!"

"Well," Twilight sighed, taking a deep breath and stepping onto the sand. "Here we go."

* * *

Trottingham was an absolute flurry of activity. Guards poured out to cover the entire circumference of the wall ringing the hilltop city. Catapults and trebuchets were rolled into place behind the wall, more soldiers piling rocks for ammunition. Civilians were herded into the tunnels and basements of the buildings in the center of the metropolis. A few civilians volunteered to be part of the defence – such decisions drawing objections from a number of loved ones. Other civilians were already taking the option of escaping out the tunnels at the bottom of the hill, running to wherever their hooves took them. But most stayed in the underground bunkers, huddled and waiting for the inevitable attack to start.

Major Armour was flitting everywhere, letting the incoming unicorn reinforcements know where the city's General wanted them to be placed. The task stretched on for hours and hours. Eventually, the final reinforcements arrived – one more unicorn squad, each unicorn having teleported a pegasi with them to fulfill the request for a squadron on the North High Wall. The Major directed them where they needed to go – then teleported back over to the city's General. "All units report ready, General Havoc."

"Good. When was the last time you slept, young Shining?"

"...General? I don't follow."

"You look exhausted. Raise the barrier, then go catch some winks. You'll know when to wake up. I will not allow one of the best soldiers I have ever trained to get killed because he was too drowsy to fight."

Major Armour sighed in annoyance, but nodded. He didn't need to salute with Havoc, but he did it anyways. "General." After a few seconds, his horn glowed, signaling the other unicorns. With trained precision, they all contributed to the magical barrier that slowly descended over the city. When it finally touched ground and solidified, he acknowledged the General again before trotting off.

In quarters, he found himself a nice bed and plopped down on it – laughing to himself as he suddenly felt his exhaustion, realizing before he fell asleep that perhaps the General was right about it after all.

General Havoc watched him leave before training his attention back on the dark wall of sky beyond.

"Celestia, I hate waiting..."

* * *

Braeburn packed down the rest of the dirt, double-checking to make sure the giant cactus would not budge. Satisfied, he signaled to his team, and they carefully tread their way back over the barriers and to their positions behind the pike-covered steel barricades. The stallion surveyed the work he and his fellow citizens had completed – planting a number of the cacti amongst the giant sharpened logs of the first barrier. It was truly impressive, what they had managed to set up in only a few short hours. But it still did not diminish the fact that he absolutely hated having to order the measures in the first place.

Chief Thunderhooves caught his moping face. "Feeling hesitant again, Mayor?"

"Buck, it ain't fair... Why can't this Nightmare be as reasonable as you folk, Chief? It's not that I can't fight – I've been in a few nasty scraps before – it's just... All them scraps were over trivial issues, stuff we could've worked out an accord on peacefully. This whole fight we're waitin' for feels like it's over another stupid issue like that. That is, if Nightmare has any specific reason for goin' after us at all..."

"Nightmare is like Discord. An ancient spirit, bred during a time when reason had yet to come into existence as a concept. Ever since harmony and law were established by the first Royals, it has sought to undo those tenets at every turn, by any means, no matter the cost. It cares not for anything but a return to the chaos and fear of the past. Unlike our kind, it cannot grasp that the world had moved on. Nightmare wants no peace. No compromise. It just wishes to sit back and laugh as the world blazes."

"Well..." Braeburn growled. "Even that ain't something I'm willin' to let it do."

* * *

They had been walking for a while now. Twilight had cast a spell to stop their hooves from sinking into the sands, letting them expend far less energy on the effort of walking. But they still had to walk. And walk. And walk... The dunes crossing their path had started out small, but over time they had grown to formidable heights. Along with the immense ruins, they loomed over the tiny party like mountains, casting shadows that made the frozen blue skies pitch dark. For once, Twilight was glad about the extra magic energy of the place, as she didn't need to waste any of her own energy on an illumination spell.

She did, however, find it quite odd. She thought she would be able to sense the latent magical energy that was making their horns glow, much like how she'd felt the magic pulsing through the scroll General Spur had given her – but strangely, she could not sense a thing. She began to think that perhaps she was overthinking it some. She couldn't sense it when Princess Celestia used magic, she couldn't sense it when Rarity was nearby and used her magic. The only pony who could really sense anything was Pinkie, and nopony could explain that. On top of that, for some reason, she was finding the desert to be the most unnerving location she had ever stepped foot in. And she really had no idea _why_, exactly.

"Ugh, can we stop for a while? My feet are killing me!" groaned Rarity.

Actually grateful to have her train of thought interrupted for once, Twilight immediately acknowledged the request, stopping right where she was once she looked back and saw the utter exhaustion on her friend's face. "Sorry, girls. I keep forgetting that not everypony has the endurace training I have."

"Endurance?" wheezed Trixie, collapsing. "Ha! Trixie could've gone another seven...metres."

"I'm still surprised it took me so long before I even broke out in a sweat," Rarity marveled, stretching her limbs. "I suppose running around on our previous adventures has paid off more than I expected."

Applejack rummaged through her saddlebag. "Oh, where the hay is it? I know I packed it in here somewhere... Ah!" She pulled out the lantern – but then looked around at the three unicorns and their glowing horns. "Or do I even need this, what with illumination spells and all your unicorn magic?"

"You can put it away for now, Applejack. It's always good to have a backup, though, just in case." Before she let the implications of the sentence sink into her friend's mind, Twilight summoned her own magic with a flicker of a thought, spitting forth from her horn a ball of bright magic energy. A little too bright at ground level, as it turned out. They all shielded their eyes before it floated up into the air above them, the shining globe illuminating a fair distance of a circumference around their rest stop.

"Thanks..." grumbled Gilda. "Because that's what I wanted to be when I woke up today. Blinded!"

"Aw, quit your whinin' and let's eat already!" cut in Applejack.

"Whining?" Rarity scoffed. "By Celestia, she hasn't even started complaining yet."

Gilda arched an eyebrow. "Do I...want to know?"

Pinkie said nothing to interrupt any of the banter, quietly plopping herself down and taking out a small portion of food and one of her water canteens, simply chowing down while she observed her friends. She watched with a slightly morbid fascination as Gilda ripped her beak into a dead squirrel – an act the rest of the ponies were clearly disturbed by, but understanding of enough to restrain their reactions to simply looking away from the upsetting scene. It actually made Pinkie feel slightly bad for Gilda – the griffon probably would have taken immense joy in seeing Rarity freak out in true Rarity fashion. The party pony was relieved that Gilda had managed to find some of the food she preferred to eat, rather than the meat substitutes that weren't natural to her. As long as it made the griffon a mite bit happier, it would be easier for everypony to get along with her. And if everypony was getting along, it made Pinkie that much happier. Seeing her family again, talking about her friends with her parents, talking to Gilda about the pact – it had all helped to ease her anxieties and lessen the turmoil in her heart. Neither were going away anytime soon, but she was sure she wouldn't flip-flop her emotions so drastically anymore – leaving her free to be there for her friends, just as they would always be for her.

Twilight found herself mesmerized by their surroundings. The edges of her cast light's aura caught the bottom of a giant dune to their left, and of one of the ancient ruins on their right. Just the tiny portions of both objects that the light exposed dwarfed them all magnificently. The ruin looked most like a normal building – though for all she knew, it was possibly an ancient temple. But if it was either, it was of a design she'd never seen herself, or come across in any book she had ever read. It didn't even remotely resemble any of the buildings in Manehattan. Most of its walls were crushed in, decayed away or destroyed, leaving just its skeleton of a frame behind. But it was its staggering height – stretching so high it disappeared into the darkness above – that produced the most awe. Especially since it had already collapsed, resting against another giant dune. There was probably a great deal more of it buried underneath the sand. The fact that it was most likely much taller than what she could see astounded her.

"What giants could have constructed that?"

"Constructed what – oh, wow..." Applejack's jaw dropped open when she focused her sight on the ruin.

Trixie shuddered as she craned her neck up to see what she could of the structure. "Suddenly Trixie feels quite infinitesimal in the whole scheme of things. And she is not growing fond of this desert."

"Aw, deserts ain't so bad," countered Applejack. "Although I guess it's kind of our rotten, ironic luck that the sun ain't out to fry us into crispy bits over these – how long we been walkin' here, Twi?"

Twilight checked the watch she had since added to her saddlebag following the trek in the Everfree Forest. "...Four hours," she noted, rather surprised. She was sure it had been a shorter time than that. She grinned inside her head. Perhaps Rarity's hypothesis about their adventures was correct after all.

"I must concur with Trixie." Rarity shook her mane, styling it back again magically. "And not just because of all this dreadful sand and dust. Did you listen while we were walking those four hours?"

Applejack tilted her head. "I heard nothin'."

"Exactly! Nothing! Absolutely nothing! No wind. No noise, besides us. No anything! At least the Everfree Forest fancied a breeze or two. This place is so dead, it's just creepy. Entirely devoid of life!"

At that very instant, Pinkie's back twitched. _**"GIRLS!" **_

They barely had time to snatch up their saddlebags and run far out of the way before two monstrous, limbless creatures that made the Quarray Eels look like lap dogs in comparison exploded through the dune on the left, vaporizing it into a tsunami of sand that showered down onto the spot the group had just been. The beasts let out viciously loud cries that were part ear-splitting howl, part guttural roar.

"_**LOOK OUT!"**_ cried Pinkie as the tail of one of the tussling creatures sliced into the ancient ruin, severing the structure low. With a twisting groan and explosive SNAP of ancient, rusted metal, the immense top half of the ruin plummeted over as if it were a felled tree trunk – gaining fierce speed before it crashed to the ground, pulverizing itself with its own weight. The wind from the impact sent the ponies and griffon tumbling head over flank for quite a fair distance.

The beasts dove back under the sand, presumably still fighting, and disappeared almost as quickly as they had arrived. Slowly, everypony picked themselves up as the choking dust cloud began to settle. "Suddenly Trixie has a second wind and feels like walking for much longer!" declared the magician.

Twilight and Rarity whisked away the dust around them to help search for the others.

Gilda sprang to her feet, coughing up sand. Her eyes shot over to Rarity. "_'Entirely devoid of life,'_ eh?"

"Ah heh... I suppose I was wrong to assume that."

Trixie spotted a pink tail sticking out of a pile of sand. She blasted away the surrounding grains – revealing Pinkie huddling over Applejack protectively. "Are you two okay?"

"Yep," answered Applejack, staring at the wreckage that had come within a few lengths of taking her out. She gladly accepted Pinkie's help in standing up. "Thanks for pushin' me out of the way, Pinkie."

Pinkie smiled. "That's what I'm here for. Is everypony okay?"

"I'm not a pony, but I'll be okay." Gilda began preening her feathers to clear the rivulets of sand now lodged between them – but also because the action was quite soothing, and helped her calm down.

"Well..." Trixie shivered, letting her adrenaline recede. "It's never a dull moment with you lot, is it?"

Twilight quickly brought her saddlebag over and scanned it. To her relief, everything was still there. The Elements, the scroll, the food, water... "Everypony check their bags. See if anything's missing."

Gilda shook her head. "Nope."

"Nothin' gone missin' here, either, Twi."

The verdict was the same for the rest of the group. Twilight sighed. "Good. Alright, everypony, let's –"

"Hold on." Applejack scanned the sky above them. "Your magic light sphere still up there, Twi?"

"No, I extinguished it as we were running away. Why–" Twilight suddenly realized it was just as bright as the spell had made it. "Our horns! EVERYPONY, back up! Back up! Get away from this thing!"

They retreated for the better part of five minutes before their horns dimmed back to the brightness they'd been at when they first stepped foot in the desert. Trixie exhaled. "Truly, never a dull moment."

"Well, I'd say we just found our 'amount of deadly magic' detection method." Gilda whirled around. "Now if you'll excuse me, I'm gonna keep walking this way and take a bathroom break over here."

"Don't go too far!" warned Applejack as the griffon ducked behind a small mound of sand.

"Oh, yeah, hilarious...Whatever, 'Ma'! Jeez..."

"Now now, don't be rude, Applejack." Rarity snickered. "Let her empty her scared bladder in private."

"I heard that!"

"Oh, stop it already, girls," chided Twilight, watching her friends snicker. "Can we get along, please?"

"Aw, don't worry about it, egghead," replied Gilda, chuckling as she stepped back into view. "That was nothing. Shoulda' heard what Dash and I used to throw at each other back in Junior Speedsters camp."

Twilight rolled her eyes. "Come on. Let's keep moving."

"I don't suppose you know what those creatures were, Your Highness?"

"I'm not sure, Trixie." Twilight opened her saddlebag and took a drink from her canteen as she trotted along. "The only creatures that I know lived here for sure were wiped out centuries ago. Other than that, there's not really much known about this place. What we were told at Newgate was news to me."

"Oh..."

The conversation faded away, and they all walked along in silence for another two hours – before the unicorns' horns began to glow far brighter again. "Oh no..." They backed up until their horns dimmed once more – and Twilight sent another illumination spell sphere into the sky. "Mother of Celestia..."

It was another ancient building. Not as tall as the previous ruin they'd encountered, but still high enough that they couldn't see the roof – at least, the few parts of the roof that weren't completely collapsed or buried under the dunes that had punched their way through many of its walls and reclaimed most of its interior. All this was visible through what looked like doors of a massive height and thickness, forced open by the sand. They could also see the building extended quite a great length.

And it was incredibly wide – so wide, in fact, it completely blocked all of their visible path forward. Twilight scrunched her face up in much annoyance. "It would appear we have to go around this."

Gilda was not happy about that. "Oh, joy. Lovely. Nice building, though. Wish I could've seen it when it was shiny, new and not poisoned with curse magic. Probably looked pretty freakin' awesome."

"We've already started walking this way!" called Pinkie, heading left.

"What? Hey, whoah! Wait up!" A few flaps of her wings, and Gilda caught up with them. "Not cool..."

The group trudged along for the better part of ten minutes, still not coming across the edge of the ruin. "Good Luna!" exclaimed Rarity. "Just how big is this? What on Equestria was it ever designed for?"

"Maybe the ancestors of those creatures we saw had limbs and just needed a really, really big house." Pinkie's comment drew three ponies' eyes on her. "What? It's a possibi– ...Why are you smiling at me?"

Twilight beamed. "That conjecture was the most normal Pinkie Pie thing I've heard since this began."

"Huh? Oh. I guess...Really, I've just calmed down."

Applejack hugged her longtime friend. "Pinkie, considerin' how stressed you've been for the last four days, any improvement like that is a great improvement. Glad to see you comin' back to us, sister."

"Yeah... Thanks."

"The wall! Girls! I think see the building's –" Twilight stopped as her illumination sphere revealed that, indeed, they had reached the side of the building – only to find that it was buried under the slope of another mountain-sized dune. "Oh, Celestia, you have GOT to be kidding me... Well, girls, our choices: Up this dune – if it's safe – or we walk all the way to the other side and see if there's a path around."

"Oh, really!" scoffed Rarity, walking past them all and circling the bottom of the dune. "Why don't we just go around this du-" The instant she could no longer see her friends, her horn lit up up like a spotlight, forcing her to retreat back quite hastily. "Or, we could try walking up the dune, if it's safe..."

"Why not just teleport us to the top?" asked Gilda.

"Teleportation really doesn't work if you don't know where you're going." Twilight laughed on the inside at the memory of Princess Celestia getting herself stuck in a wall to demonstrate that. Seeing stonemasons having to rescue the most powerful of magic equines had certainly made an impression. "I'll teleport as high as I can see though, to check. Stay here, everypony." She winked out – and when she reappeared, she was greatly relieved to see that no additional brightness was coming from her horn.

The rest of the pack was by her side in minutes. "I say we stop and pitch our tents when we reach the summit. It should be nighttime proper again by then, right? This dreadful sky makes it so confusing."

Twilight checked her watch. "Good point, Rarity. That's actually not a bad place to sleep. We'll have a decent vantage point if anything happens – assuming, of course, nothing attacks us from below."

Five hours later, everypony but Twilight and Pinkie were pretty much ready to pass out when they reached the summit. "Remind me to take endurance training when this is over..." gasped Rarity.

"Whoah...Take a gander at that, will ya'?" The ponies followed Applejack's lead, staring down at the ruin. It was still drowned in shadows, but with the other dunes no longer obstructing what little natural light was in the sky, they could roughly see its visible outline. "One building coverin' an entire valley. That's gotta be over two hundred acres down there. Boy howdy, them ancients might _have_ been giants."

Pinkie's body skipped up and down, nearly throwing her off the cliff. "Oh no... That's a big doozy comin' our way!" The group immediately formed up, ready for whatever was heading towards them.

The ground rumbled – and kept rumbling, the shaking intensifying with every passing minute. The sand shifted and moved menacingly. Rarity paused, her front hoof up in mid-stride. "Not liking this..."

An absolutely massive creature burst from the ground metres in front of them, lifting and hurling the entire ruin off into the dark distance along with a volume of sand as it soared gracefully into the air, blocking the dim natural light with its enormous triangular-shaped body. It crashed back down to the ground with a thunderous impact – its mouth catching the part of the dune under the ponies' feet. Rarity shrieked as she and her compatriots found themselves careening down the slope like uncontrolled sleds for almost fifteen minutes – stopping only near the bottom when Twilight finally managed to cancel her walking-on-sand spell, allowing their hooves to dig into the sand and gradually slow them down, eventually bringing them all to a full stop just centimetres away from a mouth full of razor-sharp teeth – each tooth as tall as a full-grown dragon – and bordered by two paddle-shaped fleshy lobes. Twilight shielded everypony from the last of the falling sand. They could feel the immense heat from the friction of the beast's moving through the sand. Residual static charge spewed up into the air in the form of lightning, channeled out the tips of the large spines on the monstrous creature's back. In the brief flashes provided by the discharge, they could see the spines flex in concert to its every laboured breath.

Applejack stared, flabbergasted. "...or they just might be giants still."

Rarity was shaking like a leaf. "Well, um... I believe I'm the one who has to go to the bathroom now."

* * *

"Alright, you little colts and mares – almost eight o'clock. It's time for bed."

"Aww... Can't we stay up a little while longer?"

"I'm sorry, Golden Vision." Prince Blueblood smiled at the filly's adorable _No! I'm upset!_ pout. "But you got the party you asked for. I'm asking you to head to bed now. I need to make sure you all get the same amount of sleep as you did under Miss Trixie's care. Your bodies need a lot of rest when you're young in order for you all to grow up into big, strong mares and stallions. You went to bed at this time at the orphanage, so I'm gonna make sure it stays that way. Can you do that for me, please?"

Sunshine strolled up next to Golden Vision. "Will you read us a story before we go to sleep, please?"

Blueblood chuckled as Golden Vision's eyes lit up. "You all promise to actually go to sleep if I do?"

"Yeah! Yeah!" came the collective cheer.

"Alright. Go get yourselves all ready and snugly tucked in. I'll be there in a few minutes."

The children all darted for the rooms they'd been placed in. He smiled and watched them disappear down the hallway. He sauntered back off and collected the cake and ice-cream covered dishes left over from the party that had been thrown, immediately taking them to the kitchen. He was very glad the Pies had agreed to have the party, especially after their daughter's rant. It wasn't that he thought the children needed to be protected from anything – they'd seen Nightmare's horror in Ponyville first-hoof, and some had survived rather grisly experiences as orphans before Trixie found them – but distractions like the party helped them keep their minds off it. Allowed them to just be children, instead of scared little colts and fillies with constant bad dreams making them wake up screaming in the middle of the night.

"Keep a close eye on them."

He nearly dropped the dish he was washing at the sudden voice. He turned around to see Pewter Pie.

"They get away from you so fast."

"A rather cliché saying, if I may – but one with merit nonetheless."

"Washing the dishes without asking. Such a gentlecolt."

"I probably should have asked the children to help me with this. Some of the few young ones who rather enjoy doing chores, believe it or not. May I ask which cupboards the dishes go when I'm done?"

The grey mare chuckled. "Yes. Those cabinets behind you, on the left."

"Thank you."

Another plate was encased in a different-coloured glow than his. "What in Equestria–"

Young Dinky was holding the plate, smiling. "I'll help you. Mommy always let me go to bed at nine."

He snatched it from her gently. "Nice try, but you're only a year older than them. Same bedtime."

"Oh!"

Pewter extended a hoof to the filly. "Come on, little one. You heard your stepfather."

"Phooey!" grumbled the filly, following the mare out of the room – passing Ochre Pie as they left.

"Kids already tryin' to trick you into stayin' up late?" asked the earth stallion, stepping into the kitchen.

"It would appear so. How did you deal with it?"

"With Blinky and Inkie? Same way you did. I was a little more stern, but that's parent's discretion."

"And with Pinkie?"

"Did you ever meet that girl before this Nightmare stuff? I swear, we thought she had an ingrown or stunted unicorn horn, she bounced everywhere so quickly. We couldn't stop her from staying up late."

"Speaking of Inkie and Blinky, where are they? I still have not had time to thank them for attending to General Spur's injuries. I may not be a soldier anymore, but he was a second father to me for a time."

"Oh, Inkie's back on her shift. Blinky'll join her, soon as she gets all that cake out of her mane..."

Blueblood cringed, blushing slightly. "Ah, yes. I must apologize for that incident. Re-enacting the most embarrassing moment of my entire life for the children to have a laugh at was in rather poor taste."

"Apologize? Hah! Did you see her face? I haven't seen her laughing like that since – well, before Pinkie left. We stopped trying to throw parties a few years after she ran off. They just weren't the same without Pinkie. We've managed to enjoy living out here – but there was always that something missing. Even though Pinkie's in a hay of a rough patch, she brought that something back to us. Our children make us smile, we make our children smile. That's how it should be – especially in these times."

"Wise advice. I still cannot believe I spent almost a thousand years believing you common folk could offer none such wisdom, despite hearing it constantly perusing the markets of Laminae in my youth. Those years are such a disparity between how I was raised and how I am now, it boggles my mind. I insulted so many who did not deserve it. And I have outlived many I wish I could deeply apologize to."

"You lost your family. You saw many a good friend perish. Folks do crazy things when stuff like that happens. I lost a _part_ of my family and I up and moved the rest of us out here to the sticks, without asking Pewter or the girls if they wanted to or not." Ochre placed a supportive hoof on Blueblood's shoulder. "But you have a new family now. One your old family would be proud of. Keep protecting them, and I'm sure that when the time comes, all those souls you shunted aside will have forgiven you."

"Again, you speak wise, Mr. Pie. May I ask a favour of you? Are there any patches of your farm where you have not planted anything yet? I know this is a horrible time to plant anything, but the children have shown an eagerness to help me with my farming in the past – and rebuilding my home and bakery – which are soon to be destroyed, no doubt – with the knowledge that it would have a future in their capable hooves would be most satisfactory, indeed. I would love to give them some starter lessons."

Ochre nodded. "I'm pretty sure we do, but I can't remember for sure. I'll check in the morning."

"Again, thank you, Mr. Pie."

"Hey!"

Both stallions turned around to see little Daring Bolt, the pegasus colt staring daggers at Blueblood.

"Are you gonna come read us to or not?"

The elder Pie laughed. "Go on, Sir Blueblood. Your family awaits. I'll finish washing these dishes."

* * *

Twilight stood frozen, slack-jawed in utter shock. For a moment, she thought Discord _had_ escaped and was playing with her mind. What she was looking at wasn't supposed to exist – even to her mind, which had believed in Nightmare Moon when nopony else did. But this... Even the Flame of Limbo was more believable than what she was staring at. "This... This is incredible," she finally stammered.

There was absolutely no mistaking that triangle-shaped body. She had read that they were giants.

She just hadn't expected them to be the size of an entire valley. Or living and breathing.

"It's a Sand Manta..."

_"The sand sings with your footsteps, ponies. Has the Princess come to finally fulfill the promise? Or are you fools like the pegasus and unicorn I rescued, who sought to find treasure where none existed?"_

"Huh?" Twilight's jaw dropped further at the manta's booming voice. How did it know–

_"Please...Speak. I wish to know. Why have I been ignored for so long after Sunride's treachery?"_

"Sunride? The Mad Princess? That was... ten thousand years ago! How old –"

_"My patience wears thin, pony. Tell me!"_

"I – I'm afraid I don't know what you're talking about. I am Twilight Sparkle, Princess-in-Steward. My companions and I are simply seeking a safe path through these dangerous sands to fulfill our mission."

_"Princess-in-Steward? I have not heard of such of an honorific."_

"Believe me, it's a title I wish I didn't have at the moment...Princess Celestia and Princess Luna are dead, killed by the spirit Nightmare..." She explained their entire situation to the creature down to the last detail, while it listened intently. "I'm afraid I have no knowledge of this promise you speak of. History was written that all Sand Mantas were exterminated in The Mad Princess' horrible rampage."

_"Ah, I see...The Mad Princess, you called her? What an apt name."_

"But... As I am currently the acting Princess, please tell me of this promise. Tell me all your history, as current events may have rendered it lost, if it was in the Archives at all. If you truly were promised something in the past by a Princess and they reneged, I may have the power to rectify your situation."

A deep, long, ragged sigh followed from the manta, sending a wind of heated air out. _"Very well. But first, where have my manners gone? Allow me to introduce myself: My name is Birostris Oswaft – an archaic name from far before your time, I know, but humour me. I...am the last of the Sand Mantas."_

"The last?"

Pinkie twitched. "Uh-oh..."

Half-shrieking, half-growling roars pierced the air.

_"Quick! I will take you to the end of the desert! My story can wait until we have lost the sand snakes!"_

Twilight teleported to the highest point she could see on his body, taking Pinkie with her. Rarity and Trixie appeared with Applejack and Gilda seconds later. Twilight threw up a thick shield around them all, simultaneously casting another spell. "There. That should keep our feet planted on Birostris' back, no matter how much we're jostled around. That shield should also protect from all the friction effects."

The ground rumbled.

_"Be warned, all of you – we shall be traveling underneath the sand. It will be quite loud!"_

The giant snakes burst through the dune, flying through the air towards them, their fanged jaws open–

–and Birostris dove under them back into the sand, the sudden deafening roar of burrowing through the grains filling everypony's ears. "Oh, dear Luna!" shrieked Rarity – instinctively blasting a spell from her horn. The spell hit Twilight's shield – and the roar was reduced to a far more palatable volume.

"Thank you," sighed Trixie. "That was too loud even for me!"

Applejack tried to scan the volume of sand tumbling past them. "Did we lose them already?"

Fangs suddenly filled their view, causing the farm pony to leap back in surprise. Birostris barrel rolled at the last second, and the snake screamed past, disappearing into the grainy mist behind them.

"Go right! Go right!" screamed Pinkie. The manta swerved, making the second snake's attack from the side also miss – but the snake was not completely fooled, swirling around until it was parallel with the manta. The ponies and griffon found themselves with an extremely close view of the other beast as it raced alongside. Pinkie was confused. "That doesn't look like a snake – more like an earthworm!"

"So it's two giant blind snakes, then!" reasoned Twilight. "We gotta overload their senses! Somehow!"

The first snake appeared again, running parallel to Birostris on his other side. Suddenly, it shot forward out of sight – while the second snake simultaneously slowed down, swiftly falling behind.

"Oh, they're planning something!" Gilda warned.

Pinkie didn't even have time to add to the warning – in a flash, the second snake tore in from behind, coiling itself around Birostris' tail and spikes with wicked speed, quickly weaving its way up his back. The first snake dropped in from above, wrapping itself around Birostris' right wing. The manta grunted from the sudden extra weight. Both snakes seemed to be directly focused on the shielded passengers.

Applejack gulped. "Yeah – plannin' to eat us!" She jumped at the first snake attacking the shield.

_"Hang on!"_ cried Birostris. He angled up and managed to speed his pace, grunting with effort from the additional weight. He plowed upwards through layers and layers of sand – until he broke through again, leaping out into the air. The static discharged from his body again – the lightning diverting into the snakes wrapped around his spines. The flashes lit up an absolute sea of more fantastic ancient ruins while the snakes howled in pain, their grip loosing as Birostris crashed back onto the ground. The static all dissipated, Twilight dropped her shield and sent out two forceful blasts of magic that hurled the yowling creatures off Birostris' back. She ran forward to attack again, but Trixie's hoof held her back.

"No, Your Highness. Let them go.."

The humiliated reptiles retreated, but not before hissing in anger one last time.

_"They will be back, no doubt. I would suggest setting up another shield for when you sleep. For now, Princess Sparkle, let us leave this particular area. It is even more cursed than where I found you."_

A quick glance at her horn told Twilight all she needed to know. "Yes. That would be preferable."

* * *

Big Mac stood over Apple Bloom, watching her delicate little chest rise and fall in time with the ventilator. He hated seeing her lying there – wrapped in burn dressings, tubes jammed down her throat and nose – but he was glad to see her lying there at all. Ma and Pa hadn't had the luck of being found and rescued so quickly. He was surprised at the fact Granny Smith hadn't needed a ventilator for very long – he'd have thought the younger pony would've been the one off the device first. Either way, both of them were still hanging on. For once, the old Apple Family stubbornness was doing its job right.

Inkie Pie entered the room, looking right at the filly. "I hear some little pony's got one hay of a spirit."

Big Mac chuckled. "Eeyup. That's Apple Bloom for ya'."

"Truly. She's recovering faster than we expected. Same with your grandmother. They're both very lucky to have only been in that fire for a few minutes. Mr. Sparkle's healing spell also did more internal repairs than I think he realizes. Normally we'd expect to see far more damage this early in the recovery process. The Appleloosan doctor, I think his assessment was actually on the safe side. I can't discount his prognosis completely, but I think you can look forward to many talkative days with both of them."

"Well, I ain't one to talk much personally – but..." He turned his gaze to the grey mare. "Thank you. Tell all the docs and nurses – especially them nurses from Appleloosa , if they're still here: Thank you."

His expression was clearly care for his family, but it still made Inkie blush. "Y – You're welcome."

A fit of coughing turned her attention away. "Mrs. Smith!"

"Granny!" Big Mac kneeled down, getting his face level with his grandmother's.

The elder mare coughed a bit more, her eyes opening. "Wha? Big Mac?" she asked, her voice hoarse.

The stallion smiled. "Hey, Gran..."

She spotted Inkie standing behind him. "Oh, Big Mac! Ya' finally found a marefriend! Good for you!"

If he blushed, nopony could see it. "Heh... No, Granny – this is Dr. Inky Pie. One of Pinkie's younger sisters. She's here to help you recover."

"Recover? From wha –" Her memory kicked in. "Ohhh, that beast! Burn down Ponyville, will it?"

"Please, Mrs. Smith..." Inkie gently pushed the elder mare back down onto her bed. "We're all glad to know you're awake. But you still need rest. Try to keep talking to a minimum while your throat heals."

"The girls! What happened to the–"

"Granny, please... Apple Bloom's over there, fightin' with everything she's got. Right now, it's night time." Big Mac kissed her forehead. "You get more sleep. I'll fill ya' in on the details in the mornin'."

"Well, bless my soul. Apple Bloom's alri–" Her words collapsed as quickly as she fell back asleep.

Big Mac stood up and shrugged. "That's my Granny..."

"She seems like a wonderful woman." Inkie smiled. "You get your own rest now, Mr. Macintosh."

He nodded. "I will. And again, Dr. Pie... Thank you."

* * *

With Twilight's shield back up as Birostris tunneled them underneath the sand again, Trixie turned to Rarity. "Very nice sound suppression spell you used earlier."

"Oh, that? Yes... I always used it when Sweetie wasn't visiting and I needed to focus on finishing up some very important order. Closed up the shop, cast it, and well, off to work! Goodbye, distractions!"

"Why would you only cast it when your sister wasn't there?" asked Gilda.

"Why? My dear Gilda, have you ever been around children? If you're watching a child, especially one as mischievous as Sweetie Belle, you want to know when it suddenly gets quiet!"

"Why – Ohhh... Means they're being sneaky bastards like Dash and I were as kids... Ah. Got it."

"Precisely."

_"Excuse my interruption, but we have arrived."_

Birostris surfaced, static discharge once again shooting off his spines. A vast beach, waves crashing only a metre or so in front of them, was revealed in the flashes of light before the static all dissipated and the darkness fell back in. Twilight dropped her shield and teleported to the ground she'd spotted, and the others followed suit. Birostris kept moving, however – and almost immediately after Trixie teleported off him with Gilda, he rammed into something rather solid the group couldn't see. The air in front of them flickered. The flicker rippled up and over their heads, traveling back towards Newgate.

"That's another magical shield..." Twilight gasped. "And it looks like it covers the whole desert. But how come we never encountered it?"

_"Because it only stops me."_

Her brow furrowed. "Huh?"

_"The shield was put up by your Mad Princess. Thanks to it, I am a cursed soul in a cursed desert."_

"...what happened? Please, Mr. Oswaft...I still wish to know your history."

_"Do you wish the full story?"_

"Yeah, go ahead – Tell the egghead, bore the rest of us to sleep!"

"Gilda!"

"Rarity, Gilda, c'mon... For crying out loud." Twilight turned back to Birostris. "The full story, please."

_"Aye. My life began many millenia ago. I was born in the ocean – nowhere near the size I am now, but still quite large compared to many of my neighbours. My kind lived life quite peacefully – oh, we knew of the world above the waves, but we had no care for joining it. And then came the Ultimate Fires: Hideous blazes that covered the entire world. They killed trillions, burning indiscriminately for years, both on land and water. The ocean surrounding us boiled away, leaving nothing but this desert and a small river. There were very few on Equestria who survived their horrible, horrible wrath. Of my kin who did, we found the magic of the Fires' flames had transformed us. Our gills had been turned into lungs, and we could breathe air. Our inconsequential teeth grew to the ones you see now. We could swim through the desert sand almost as well as we could swim through water. Actually being able to see the sun for more than a few seconds without gasping for air, feeling the grains of sand against our skin in a dry environment – it was a new and exciting experience for all of us. The horror the Fires had wrought became but a distant, terrible memory, one none of us would ever dare to bring up again."_

He fell silent for an excruciatingly long time. His deep, long breaths sent warm wind over their heads.

"...and?" asked Gilda.

"Hey now... What is it you would say? Be cool, Gilda...Be cool." Trixie studied Birostris, listening closely to his body's strained movements. "His lungs are the size of a Hydra, he's been inhaling sand dust for a few million years, and he just went as fast as he could to save us from those sand snakes."

Twilight nodded. "She's right. Let's all of us have some patience. Let him talk at his own pace now."

"Clearly you ain't been around enough old folks," chortled Applejack, nudging Gilda with her shoulder.

_"...thank you. I have not exerted myself in such a fashion for an extremely long time... As you can probably fathom, our initial exhilaration eventually wore off. We met and befriended the Quarray Eeels, and somehow managed to enjoy ourselves for a few hundred million years – laughing, playing, swimming in the sand and river. But then one day, an elder of ours came to realize something: He had not eaten in ages, yet was not starving. And he was growing. We discovered we were all growing, and would soon be too big to fit in the river without displacing the water and killing many of our fish friends. So we tried to return to the ocean, where we would have room to live once more. However, the the first of us who reached the river delta and met the saltwater barrier were taught a horrifying lesson: Our bodies had completely adapted to our new environment. We could no longer survive in the sea. The only thing we could do in saltwater... was float on top of it as a corpse."_

Rarity gulped. "Oh my..."

Gilda hung her head, waiting for him to gather his energy again. She almost didn't want to hear the rest.

_"We were forced to retreat. Another elder attempted to survive in soil like the Quarrays – but she had not their burrowing strength, and could not escape a migrating red dragon's hunger. None attempted to leave the desert again. The Fires' cursed magic had consigned us Mantas to live forever in the sands, unable to starve, destined to grow ever larger until our size would eventually force contact with the ocean water and kill us. After many committed suicide, leaving me as the eldest of all Mantas, one of our Quarray friends Minhocão traveled far, sought out Princess Sunride and pleaded to her on our behalf. She returned with him, and granted us an audience. We asked if she could return us to the form we were born, give us hunger again, and let us return to the ocean waves we knew in our youth, until life take us naturally. She asked: 'Can you accept the possibility of my being unable to do what you request?' I spoke up, begging: 'Please – one way or another, Your Highness – please promise you will end the suffering.' She did, leaving us to rest and save her strength for whatever action she took."_

The ocean waves sloshed back and forth soothingly as Birostris gathered his strength again. Pinkie closed her eyes and sighed, glad to hear something calming again – especially the sound of water.

_"Except Princess Sunride did not come back. For months, we awaited her return, and the end of our agony. Minhocão became fed up and sought her out again. We learned she had finally returned to us by way of his corpse dropping on our heads. Before we could react, The Mad Princess struck. She killed all my kin with a single blast of magic, then put up the shield – cursing the sands even more and preventing me from reaching the saltwater barrier or the soil. I was in tears. I asked what we had done – what I had done, to deserve such treatment. She stared right at me. Those red eyes will be forever burned into my mind, along with her exact words: 'You never did specify exactly whose suffering you wanted me to end. So I ended all of theirs.' She tore Minhocão's body in two, reanimated the halves into the sand snakes, and left me here. Alone, with no way to die except by the jaws of my friend's mutated corpse – something I refuse to do. The last I saw of her, she had pulled all the rest of Quarrays out of the ground and was dragging them away with her in the sky. I know not what she did with them. Until that foolish pegasus and her unicorn friend showed up, I thought the Princesses and the outside world had completely forgotten about this part of Equestria. Treasure? Bah! This place lost all of its treasures the instant those infernal Fires roiled across it! There is absolutely nothing of value here!"_

Gilda recoiled. "Whoah! No offense, but can you yell a little quieter, please?"

Birostris chuckled. _"My little griffon...I am actually whispering at my quietest right now. If I were to talk at my normal volume, you would be thrown back quite a distance from the pressure in the air."_

Gilda blinked. "Oh. Well, then. Carry on."

Twilight bowed, still partially in shock at the story she'd heard. "I say there is a treasure here, Mr. Oswaft – you. There was no business in us forgetting you and your kind. On behalf of all the Princesses who have come before me – please allow me to apologize profusely for their severe inaction."

"Why do you need to apologize for them?" asked Gilda. "They're not the ones who labeled him as extinct. And I think it's pretty obvious from his little description who made The Mad Princess mad..."

Trixie huffed, rolling her eyes. "It's still called courtesy, dear griffon. Even I've learned that concept."

_"Your apology is accepted, Princess-in-Steward Twilight Sparkle – but your friend is correct It is not needed. What happened has happened, and you are here now. I can take you and your friends on safe passage through this cursed desert – but on one condition: You fulfill the promise that was broken."_

Twilight sighed. She was pretty sure where this was headed. "In what manner do you ask I fulfill it?"

Birostris took another drawn-out breath. It was another long while before he spoke again. _"I wish to be returned to the ocean I was born in. Though, now I care not for returning to the form I was born in."_

Rarity gasped. "You don't mean–"

"What the hay do you think it means, Rarity?" countered Applejack. "I'd say he's earned it."

_"Yes, I mean that, white pony. Despite my formidable size, I am of no use to you in any capacity alive. I have never fought in a war. I can offer no allies to help you defeat this...Nightmare, as you call it. I cannot even leave this desert, thanks to the barrier Sunride put up. And even if I could, and I had experience in battle, I would still be of no use thanks to my highly advanced age and all the issues that come with it. If Princess Sparkle takes the action I request, not only will I finally have the peace I seek – but I shall be able to serve you in a far greater capacity. You have no boat, so far as I can see. As I've mentioned, my body floats. I am sure the griffon would appreciate a few meals of my flesh._ _The rest of my flesh can go to slake the sand snakes' hunger. Ill company they may be, but I have no ill will towards what were once a friend."_

Rarity's protests faded, her mind realizing a kindred generous spirit. "That is truly noble."

_"It is not so different from what any of you would do, were you in my position. I am so old. So very tired. I was born in the water, yet have not felt its soothing touch in beyond ages. The river dried up about five thousand years ago, and my tear ducts followed suit just a few centuries later. I would not be surprised in the least if I learned my veins and arteries were full of red dust instead of blood. Every movement, every single breath – is pain beyond comprehension. I wish it ended, on my terms. If I could bow down to you right now, Your Highness, I would be doing so. Please – tell me you will do this."_

Twilight hesitated for a long while – then raised her head high.

"I shall do what my predecessors did not, Mr. Oswaft, and bring your life closure. I shall also make a new promise in exchange: I decree that your name and your kind will never be forgotten by history."

The manta's deep sigh of relief filled the dead air around them. _"...Thank you. However, before I go, I must satisfy my own curiosity – what happened to Princess Sunride?"_

"All the Archives mention is that the Element wielders of the time deposed her. I would assume she died in Tartarus."

_"It has been a pleasure to know you, Princess-in-Steward, even for such a brief time. I hope my peace aids in Nightmare's defeat, especially since you imply I and Princess Sunride were victims of its cruelty, too."_

Twilight nodded. "It shall. We are very grateful for your assistance."

"_I am ready. Let what must be done, be done."_

Twilight's horn glowed magnificently. A small shield wrapped around the group as the waves behind them were encased in the glow and began to rise. Slowly, Twilight raised the water to match Birostris' tremendous height. Straining with all her might, she threw the water forward. Where the manta had encountered resistance, the water met none. The giant wave splashed over and covered Birostris, completely blocking him from sight until the waters eventually receded.

"Did – did that do anything?" asked Applejack.

Twilight raised a hoof. "Wait. Wait for a breath."

They waited forever, but no breath came out to blow wind over their face.

Twilight sighed. "It's done. He's finally at peace. The Sand Mantas are truly extinct now."

Rarity bowed her head. "Celestia rest their souls..."

Pinkie wiped away a tear, smiling. "We made him happy again. He was sad for millions of years, but we made him happy again."

"Trixie," asked Twilight, "you said your mother taught you everything about water. Was making a boat part of that?"

The magician's eyes narrowed. "Ugh... The one thing Trixie hoped she'd never have to do again..."

"How `bout gutting a fish? She teach you that?"

"You're doing that, Gilda," snapped Twilight. "You're the meat-eater."

"Ugh... Take a joke, you ponies..."

"Joke or not, whatever we do, can we please do it in the morning?" asked Pinkie. "All that walking and climbing we did today has made _me_ super-duper tired."

"Wow..." Gilda deadpanned.

Twilight nodded, cast a preservation spell on Birostris' body, flash-dried the ground around them and expanded the bubble shield around them. "Let's set up our tents, girls. I'm finally ready to sleep, too."

* * *

_"MAJOR! **DRAGONS!"**_

Shining Armour was startled awake by General Havoc crashing through the wall in a shower of bricks and dust. Havoc barely had time to lock eyes with the Major before a jet of green fire scorched him into nothing.

The other half of the wall exploded, Major Armour leaping back just in time to avoid being buried by the rubble or skewered on the dragon claws that accompanied it. As screams and heat from the rest of Trottingham began to overload his senses, his view was obscured by the giant face of the claw's owner.

He brought his shield and sword to him as the dragon roared.

* * *

_"So – What we do if little pony keep refusing food and die?"_

_"Have ourselves little feast, of course! Tiny drumstick would make nice snack!"_

The Dog guards' laughter echoed through the thin wall into the utter darkness. No matter how much she shivered, Sweetie Belle was not warming up. The cuts on her hoof had stopped bleeding, at least, but she was sure that she was about to slip into hypothermia any minute. She strained again, trying beyond desperation to perform magic and light up the torch or teleport herself out – but _still_ nothing happened. She finally stopped, curling her shaking body up as tight as she could, trying to find some warmth.

When suddenly – words came to her. Words she found she was unable to stop herself from singing.

_"The dark approaches_

_The light on the lamp's gone low_

_Oh my dear sister,_

_How I miss you so_

_Here, I may shiver_

_Here, I may shake_

_But all of my hope_

_Nightmare can never take._

_The cold wind howls_

_through the dungeons old_

_My captors growl_

_Over how to devour my bones_

_They won't accept_

_The truth of Nightmare's lie_

_That if it wins the day_

_Our whole word will die._

_Oh, my dear sister,_

_I know your heart won't fall_

_I await my rescue,_

_if it comes at all_

_If not, we'll meet again_

_Upon Nightmare's demise_

_Oh, when the sun once more_

_Rises into the sky."_

A slow clap behind her snapped her out of her singing daze. She turned to see Nightmare Shy standing there. The corrupted pegasus shut the door again, again leaving only her red eyes visible. "What an absolutely beautiful song... Did you just come up with that on the spot? Marvelous improvisation. Very nice." The red eyes narrowed in a sneer. "Such a shame nopony you care about was around to hear it."

Sweetie Belle glared back, anger beginning to bubble.

"I just came to tell you that a whole fleet of dragons should be descending upon Trottingham and Hoofington right about now. I'm fairly certain they'll make rather short order of the pathetic attempts at defending you ponies have seemed to enjoy putting forth so far. Oh, and I've sent Manticores and Timberwolves up to Appleloosa. They should be arriving there fairly shortly, too. Soon everypony you know will be dead, your sister will be lying next to you with a broken horn, and you'll both be watching me eat a full-course meal prepared from the bodies of your parents. All before I find my child Discord and let him loose again on this world. Oh, the fun we'll have! Doesn't that sound just wonderful?"

_"NO!" _Sweetie stomped her hoof, her rage finally boiling over. _"I DON'T CARE HOW LONG YOU'VE BEEN AROUND, NIGHTMARE! YOU'VE ALWAYS LOST, AND YOU'LL LOSE AGAIN! YOU WON'T GET MY SISTER, YOU WON'T GET MY PARENTS, **AND YOU WON'T KEEP ME HERE!"**_

A sudden blast of magic energy slammed into Nightmare Shy, sending her flying into a pillar. "What?"

Sweetie looked up. Her horn! It was glowing! "Yes!" She immediately focused on the teleportation spell, visualizing the ridge she remembered outside the entrance they'd taken into the lair.

The living mane streaked in through the bars – but Sweetie Belle flashed out just before it reached her.

"THE PRISONER HAS ESCAPED! AFTER HER! GET TOPSIDE!"

Sweetie Belle was ecstatic when she appeared outside. But her excitement was immediately replaced by fear. They were coming after her – but where could she go? She could only teleport to places she'd been or could see – and she'd never seen any place except Ponyville, Canterlot and the Everfree Forest. There would be scouts and spies for Nightmare everywhere along the paths to all those places.

"That's her! That's her! That's Miss Rarity's sister! Miss Belle! Miss Belle! Over here, Miss Belle!"

"Huh?" Sweetie spun around – and just faintly saw a unicorn Guard waving at her from another ridge.

"Over here, Miss Belle! Over here! We'll take you to safety!"

"Yes!" Sweetie ran for the guards the fastest she could pump her little legs.

Rover emerged from the lair behind her. "Raahh! Where little pony go?"

"Hurry! Hurry!" The Guards waved at her frantically.

Sweetie had completely forgotten the fact that she was dripping wet, shivering and on the verge of hypothermia. Adrenaline pumped through her as she ran. Royal Guards, looking for her! She was finally going to be rescued! "Closer, Miss Belle!" they yelled. "We need you closer to teleport with y-"

The 'ridge' moved.

The Guards slowly turned around to face a mighty black dragon – who, aside from its claws, wings and glimmering green eyes, almost blended in perfectly with the darkened terrain around them. In a heartbeat, it slashed its claws – cleaving the horns off the Guards. They screamed in unbelievable pain.

Sweetie froze, absolutely horrified. No. No. No, it couldn't be happening again!

Rover whirled, finally spotting her. "Hah! There you are, annoying little pony! You won't escape!"

The filly bolted away from both Rover and the dragon, trying to teleport herself even just a few stray metres ahead to escape the range of the dragon's fiery breath – but this time, she was too slow.

She didn't even get the chance to scream before the malachite flames completely engulfed her.

**END CHAPTER SEVEN**


End file.
